Exhibit 4.2

EXECUTION VERSION

€300,000,000 FACILITY A

€300,000,000 FACILITY B

MULTICURRENCY FACILITIES AGREEMENT

DATED 18 OCTOBER 2018

for

UGI INTERNATIONAL, LLC

as Borrower

arranged by

NATIXIS

BARCLAYS BANK PLC

BNP PARIBAS

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

HSBC France

ING BANK N.V., FRENCH BRANCH

MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.

RAIFFEISEN BANK INTERNATIONAL AG

SOCIETE GENERALE CORPORATE & INVESTMENT BANKING

as Mandated Lead Arrangers

with

NATIXIS

as Coordinator

NATIXIS

as Agent

THE ORIGINAL GUARANTORS

as Guarantors

TABLE OF CONTENTS

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THIS AGREEMENT is dated 18 October 2018 and made between:

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

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

(3)                                          NATIXIS, a société anonyme, incorporated under the laws of France under registration number 542 044 524 RCS Paris, having its registered office at 30, avenue Pierre Mendès France 75013 Paris, and represented by duly authorised signatories for the purpose of this Agreement, as mandated lead arranger and bookrunner of the Facilities (a “Mandated Lead Arranger” and a “Bookrunner”);

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

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

IT IS AGREED as follows:

1.                                               DEFINITIONS AND INTERPRETATION

1.1                                        Definitions

In this Agreement:

“Accounting Half-Year” means each period of approximately twenty six (26) weeks ending on the last day of September and March in a Financial Year.

“Accounts” means the Annual Accounts or the Half-Year Accounts, as the case may be.

“Additional Guarantor” means a person which becomes an Additional Guarantor in accordance with Clause 24.2 (Additional Guarantors).

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

“Agent’s Spot Rate of Exchange” means:

(a)                      the Agent’s spot rate of exchange; or

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

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.

“Agreement” means this facilities agreement, including its recitals and Schedules, as amended, novated, supplemented, extended or restated from time to time.

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“Annual Accounts” means with respect to any person, the consolidated audited financial statements of that person delivered or to be delivered to the Agent under Clause 19.1 (Financial statements).

“Anti-Corruption Rules” means any law, rule or regulation aiming at preventing and/or sanctioning corruption, bribery, influence peddling and more generally, offenses against probity, including, but not limited to, Article 17 of the Act no. 2016-1691 dated 9 December 2016 on transparency, fight against corruption and modernisation of the economic life as well as the decrees adopted for its implementation (the Sapin II Act), as well as the United Kingdom Bribery Act 2010 (the Bribery Act) and the United States Foreign Corrupt Practices Act of 1977 (the FCPA).

“Applicable Accounting Principles” has the meaning given to that term in Clause 19.3 (Requirements as to financial statements).

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

“Attributable Indebtedness” means, on any date of determination:

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

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

“Austrian Capital Maintenance Rules” shall have the meaning ascribed to that term in Clause 17.13 (Austrian Guarantor Limitations).

“Austrian Guarantor” shall have the meaning ascribed to that term in Clause 17.13 (Austrian Guarantor Limitations).

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

“Authorised Representatives” means with respect to the Borrower, the Group’s Chief Financial Officer (CFO) and the Group’s treasurer.

“Availability Period” means:

(a)                      in relation to Facility A, the period from and including the Signing Date and until the Closing Date or such other date as agreed between the Borrower and the Facility A Lenders; and

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

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

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

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

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other than that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

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

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

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

(b)                      in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“Base Currency” means euro.

“Base Currency Amount” means, in relation to a Loan, the amount specified in the Utilisation Request delivered by the Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Utilisation Date) as adjusted to reflect any repayment or prepayment of a Loan.

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

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

exceeds:

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

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

“Business Plan” means the business plan remitted by the Borrower to the Lenders on the Signing Date.

“Capital Lease” means any lease of any property by the Borrower or any of its Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Borrower and its Subsidiaries provided that in the event of any change in GAAP rules and regulations any lease that was characterized as an operating lease prior to such change shall continue to be treated as an Operating Lease for all purposes hereunder.

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“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person and (f) any and all warrants, rights or options to purchase any of the foregoing.

“Cash” means cash on hand at any bank credited to an account in the name of Borrower or any of its Subsidiaries and to which Borrower or any of its Subsidiaries is beneficially entitled which is repayable on demand (or within thirty (30) days of demand) without condition.

“Cash Equivalents” means short-term, highly liquid investments that are readily convertible into cash, whose original maturity is three (3) Months or less and which qualifies for classification as cash equivalents on the balance sheet or cash flow statement in accordance with GAAP.

“CFC” shall have the meaning ascribed to that term in Clause 17.12 (US Guarantor Limitation) below.

“Change of Control” has the meaning given to that term in Clause 7.2 (Change of control and sale).

“Closing Date” means the earlier of:

(a)                      the issuance date of the Notes 2018 following the Signing Date; and

(b)                      five (5) Business Days following the Signing Date.

“Code” means the US Internal Revenue Code of 1986, as amended.

“Commitment” means a Facility A Commitment or a Facility B Commitment.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate) delivered to the Agent in accordance with Clause 19.2 (Compliance Certificate).

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

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

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

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

(i)                          information that:

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

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

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

(ii)                       any Funding Rate.

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

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” means, when used with reference to financial statements or financial statement items of the Borrower, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP:

(a)                      Consolidated Net Income for such period;

plus

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

For purposes of the calculation of Consolidated EBITDA, Consolidated EBITDA shall be adjusted on a Pro Forma Basis.

“Consolidated Income Tax Expense” means the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, the provision for federal, state, local and foreign income taxes of the Borrower and its Subsidiaries for such period.

“Consolidated Interest Expense” means, for any period, the interest expense for such period determined on a Consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in

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accordance with GAAP; provided, in calculating Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded:

(i)                          net after-tax extraordinary gains or losses;

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

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

(iv)                   the net income of any Subsidiary of the Borrower to the extent that dividends or distributions of such net income are not at the date of determination permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or other regulation;

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

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

(vii)                unrealised gains or losses attributable to any Hedge Agreement; and

(viii)             the cumulative effect of any changes in accounting principles.

“Consolidated Total Net Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a Consolidated basis without duplication, the sum of all Indebtedness (which, for the purposes of this calculation, shall exclude all amounts relative to the face amount of any undrawn letter of credit referred to in paragraph (f) and all amounts referred to in paragraph (g) of the definition of Indebtedness) of the Borrower and its Subsidiaries less the sum of all Cash and Cash Equivalents of the Borrower and its Subsidiaries.

“Consolidated Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Net Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

“DCM Transaction” means any debt capital market issuance by any Obligor as the issuer (including bonds, notes or any other similar financial instrument issued by any Obligor), and includes, in particular, the issue of the Notes 2018.

“Default” means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

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

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

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

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unless, in the case of paragraphs (a) and (c) above:

(i)                          its failure to pay, is caused by:

(A)                    administrative or technical error; or

(B)                    a Disruption Event, and

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

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

“Disruption Event” means either or both of:

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

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

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

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

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

“Dormant Subsidiary” means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it) which in aggregate have a value of USD 5,000,000 (five million dollars) or more or its equivalent in other currencies.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Eligible Institution” means any Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower and which, in each case, is not a member of the Group or an Affiliate of any member of the Group.

“Employee Plan” means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a U.S. Obligor or any of its ERISA Affiliates 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.

“Enterprise Value” means the aggregate of the purchase price to be paid for the acquisition of a target (as such term is defined under the term “Permitted Acquisition”) and any Indebtedness assumed or repaid or to be assumed or repaid in relation thereto (taking into account: (a) all existing refinanced Indebtedness and existing Indebtedness of the acquired entity not to be refinanced; and (b) the amount to be paid in respect of the maximum of any deferred consideration (including earn-out payments, price adjustments, call option price, or

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similar arrangements and associated costs and expenses and payments to that effect, but excluding any working capital related purchase price adjustment as set forth in the relevant acquisition documents) as agreed at the time that the acquiring member of the Group enters into a legally binding commitment to make the relevant acquisition.

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

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

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

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

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

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

(a)                      the pollution or protection of the Environment;

(b)                      the conditions of the workplace; or

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

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group being subject to that Environmental Law conducted on or from the properties owned or used by any member of the Group.

“EONIA” means the European Overnight Index Average for deposits in euro as calculated on a daily basis under the supervision of the European Network of Central Banks and currently broadcast on the immediately following TARGET Day on page EONIA of the Reuters Monitor Money Rates Service. Notwithstanding anything to the contrary, if the EONIA as determined above is below zero per cent. (0%), the EONIA applicable in this Agreement shall be taken into account as being equal to zero per cent. (0%).

“ERISA” means, at any date, the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.

“ERISA Affiliate” means, in relation to a member of the Group, each person (as defined in Section 3(9) of ERISA) which together with that member of the Group would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means:

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

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to such Employee Plan within the following 30 days, unless the notice requirement with respect to such event has been waived;

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

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

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

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

(f)                        the institution by the PBGC of proceedings to terminate an Employee Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042(a) of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Employee Plan;

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

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

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

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

(a)                      the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

(b)                      as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

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

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which

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(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Clause 7.5) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section Taxes, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) in respect of payments made by a French Guarantor, any French withholding taxes imposed as a result of any payments of interest payable hereunder being made to an account opened in the name of or for the benefit of a Recipient in a financial institution situated in a Non-Cooperative Jurisdiction, (d) Taxes attributable to such Recipient’s failure to comply with Clause 12.6 (Status of Finance Parties),  and (e) any U.S. federal withholding Taxes imposed under FATCA.

“Facility” means Facility A or Facility B, and “Facilities” means both of them, jointly.

“Facility A” means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2 (The Facility) of the present Agreement.

“Facility A Commitment” means:

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

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

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

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

“Facility B” means the revolving credit facility made available under this Agreement as described in paragraph (b) of Clause 2 (The Facility).

“Facility B Commitment” means:

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

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

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

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

“Facility Office” means:

(a)                      in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less

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than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

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

“Fallback Interest Period” means one (1) Month.

“FATCA” means:

(a)                      sections 1471 to 1474 of the Code, as of the Signing Date (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) or any associated regulations;

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

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

“FATCA Application Date” means:

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

(b)                      in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; 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 2019,

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

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

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

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Coordinator and the Borrower (or the Agent and the Borrower) setting out any of the fees referred to in Clause 11 (Fees).

“Finance Document” means this Agreement, the Mandate Letter, any Fee Letter, any Compliance Certificate, any Selection Notice, any Utilisation Request and any other document designated as a “Finance Document” by the Agent and the Borrower.

“Finance Party” means the Agent, each Bookrunner, the Coordinator, a Lender and each Mandated Lead Arranger.

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“Financial Year” means in relation to the Borrower or any member of the Group, the period of twelve (12) Months ending on 30 September in each year.

“Foreign Lender” means a Lender that is not a U.S. Person.

“French Guarantor” means a Guarantor established in France.

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 10.3 (Cost of funds).

“GAAP” means those accounting principles, standards and practices generally accepted from time to time in the United States of America.

“Governmental Authority” means the government of the United States of America or any other nation, or of any 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 (including any supra-national bodies such as the European Union or the European Central Bank).

“Group” means the Borrower and its consolidated Subsidiaries for the time being.

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

“Guaranteed Obligor” shall have the meaning ascribed to that term in Clause 17.11 (French Guarantor Limitation) below.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 24.3 (Resignation of a Guarantor)

“Guarantor Coverage Test” has the meaning given to that term in Clause 21.4 (Guarantor Coverage).

“Guaranty Obligation” means, the Borrower and its Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such person pursuant to which such person has directly or indirectly guaranteed any Indebtedness or other obligation of any other person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such person:

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

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

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

provided, that the term Guaranty Obligation shall not include surety bonds, endorsements for collection or deposit in the ordinary course of business.

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“Half-Year Accounts” means the semi-annual unaudited consolidated financial statements of a person delivered or to be delivered to the Agent under Clause 19.1 (Financial statements).

“Hedge Agreement” means any agreement with respect to any interest rate contract, forward rate agreement, commodity swap, forward foreign exchange agreement, currency swap agreement, cross-currency rate swap agreement, currency option agreement or other agreement or arrangement designed to alter the risks of any person arising from fluctuations in interest rates, currency values or commodity prices.

“Historic Screen Rate” means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than two (2) days before the Quotation Day. If the Historic Screen Rate is determined to be below zero per cent. (0%), the Historic Screen Rate applicable in this Agreement shall be taken into account as being equal to zero per cent. (0%).

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

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 11 (Form of Increase Confirmation).

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

“Increased Leverage Ratio” has the meaning ascribed to it in Clause 20.1 (Financial condition).

“Indebtedness” means, with respect to any person at any date and without duplication, the sum of the following calculated in accordance with GAAP:

(a)                      all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such person, and in particular, the issue of the Notes 2018;

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

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

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

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

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

(g)                       all Net Hedging Obligations of any such person;

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

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

For all purposes hereof:

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

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

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Finance Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Insolvency Event” in relation to an entity means that the entity:

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

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

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

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

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

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

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

(f)                        has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding

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pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

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

(h)                      seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

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

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

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

“Intellectual Property” means:

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

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

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Intermediary Holding Company” means, in relation to a member of the Group which is an operating company, any other member of the Group in respect of which it is, directly or indirectly, a Subsidiary (comprising, as of the date of this Agreement UGI Europe, Inc., and UGI International Holdings BV. but subject to such changes as take place over time).

“Interpolated Historic Screen Rate” means, in relation to any Loan, the rate which results from interpolating on a linear basis between:

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

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

each for the currency of that Loan and each of which is as of a day which is no more than two (2) days before the Quotation Day. If the Interpolated Historic Screen Rate determined pursuant to paragraphs (a) or (b) above is below zero per cent. (0%), the Interpolated Screen

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Rate applicable in this Agreement shall be taken into account as being equal to zero per cent. (0%).

“Interpolated Screen Rate” means, in relation to any Loan, the rate which results from interpolating on a linear basis between:

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

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

each as of the Specified Time for the currency of that Loan. If the Interpolated Screen Rate determined pursuant to paragraphs (a) or (b) above is below zero per cent. (0%), the Interpolated Screen Rate applicable in this Agreement shall be taken into account as being equal to zero per cent. (0%).

“Joint Venture” means any joint venture, partnership or similar arrangement or any company of which any member of the Group owns less than fifty per cent. (50%) or a participation equal to fifty per cent. (50%) of the equity share capital.

“IRS” means the United States Internal Revenue Service.

“Legal Reservations” means:

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

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

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

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

“Lender” means:

(a)                      any Original Lender; and

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

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

“LIBOR” means, in relation to any Loan:

(a)                      the applicable Screen Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan; or

(b)                      as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

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“LMA” means the Loan Market Association.

“Loan” means a Facility A Loan or a Facility B Loan.

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments immediately prior to the reduction).

“Mandate Letter” means the later dated 14 September 2018 between Natixis as the Coordinator, a Mandated Lead Arranger and a Bookrunner and the Borrower.

“Margin” means, in respect of any Interest Period:

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

(b)                                          when designated “Facility B Margin” and in relation to any Facility B Loan in the Base Currency, one point thirty five per cent. (1.35%) per annum. When a Facility B Loan is provided in the Optional Currency, the applicable Facility B Margin will be increased by zero point twenty five per cent. (0.25%),

subject in each case, to adjustment in accordance with Clause 8.5 (Margin Adjustment) for the relevant Interest Period.

“Material Adverse Effect” means an event, matter or effect which is materially adverse to:

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

(b)                      the ability of the Borrower to perform its payment obligations under any of the Finance Documents or to comply with Clause 20 (Financial Covenant).

“Material Subsidiary” means at any time:

(a)                      any Obligor;

(b)                      any member of the Group whose Consolidated EBITDA exceeds ten per cent. (10%) of the Consolidated EBITDA of the Group; and

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

“Multiemployer Plan” means a multiemployer plan, as defined in Section (3)(37) of ERISA, subject to Title IV of ERISA, to which an Obligor or any ERISA Affiliate contributes or is required to contribute.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, subject to Title IV of ERISA, that (a) is maintained for employees of any Obligor or any ERISA Affiliate and at least one person other than the Obligors and the ERISA Affiliates or (b) was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“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:

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

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

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

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

“Net Hedging Obligations” means, as of any date, the Termination Value of any Hedge Agreement on such date.

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

“New Shareholder Injections” means the amount in cash subscribed for by a shareholder of the Borrower for ordinary shares in the Borrower or a Shareholder Advance subordinated on terms acceptable to the Finance Parties and in each case in accordance with Clause 20.3 whose purpose is to cure a breach of the financial covenant contained in Clause 20.1 (Financial condition).

“Non-Cooperative Jurisdiction” means a “non-cooperative state or territory” (Etat ou territoire non coopératif) as set out in the list referred to in article 238-0 A of the French Code général des impôts, as such list may be amended from time to time.

“Noteholders” means the holders from time to time of the Notes 2018.

“Notes 2018” means the €350,000,000 senior unsecured notes issued by the Borrower and governed by an indenture to be entered into by and between the Borrower as issuer and U.S. Bank as note trustee and the maturity of such notes shall be later than the Termination Date.

“Obligor” means the Borrower and the Guarantors.

“Operating Lease” means, as to any person as determined in accordance with GAAP, any lease of Property (whether real, personal or mixed) by such person as lessee which is not a Capital Lease.

“Optional Currency” means USD.

“Original Financial Statements” means:

(a)                      the audited and consolidated financial statements of the Group (consisting of consolidated balance sheets, income statements, cash flow statements and equity statements) for the Financial Year ending 30 September 2015, 30 September 2016 and 30 September 2017; and

(b)                      the unaudited and consolidated financial statements of the Group for the nine (9) month period ended 30 June 2018.

“Original Guarantor” has the meaning ascribed to such term in the appearances section above.

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“Original Jurisdiction” means, in relation to the Borrower, the jurisdiction under whose laws the Borrower is incorporated as at the date of this Agreement.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Finance Document, or sold or assigned an interest in any Loan or Finance Document).

“Other Taxes” means all present or future stamp, court or documentary, stamp duty (including Austrian stamp duty (Rechtsgeschäftsgebühr)), intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Finance Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Clause 7.5).

“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, or any entity succeeding to all or any of its functions under ERISA.

“Permitted Acquisition” means any acquisition by a member of the Group of shares in a company or substantially all of the assets of a business (in each case, the “Target”), provided that, in each case, the following conditions are satisfied:

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

(b)                      with respect to any investment with an Enterprise Value of at least one hundred and fifty million euro (€150,000,000) (or its equivalent in any other currency), an Authorised Representative certifies in a certificate (an “Acquisition Certificate”) addressed to the Finance Parties (such certificate to contain calculations in reasonable detail and delivered to the Agent at least five (5) Business Days prior to the date on which the investment is completed) that the Consolidated Total Net Leverage Ratio as calculated on a Pro Forma Basis on the Testing Date which immediately precedes the date on which the investment is completed, shall not be greater than 3.85x (taking into account the investment and in the event of an acquisition of at least fifty per cent. (50%) of the Capital Stock in a target, Permitted Acquisition Costs Savings and Synergies); and

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

provided that (including for the avoidance of doubt with respect to any acquisition of a target with an Enterprise Value less than or equal to one hundred and fifty million euro (€150,000,000) (or its equivalent in any other currency)), the Consolidated Total Net Leverage Ratio as calculated on a Pro Forma Basis on the Testing Date which immediately precedes the date on which the investment is completed, shall not be greater than 3.85x or 4.25x pursuant to the terms of clause 20.1(b) (at all times taking into account the investment

19

and, in the event of an acquisition of at least fifty per cent. (50%) of the Capital Stock in a target, Permitted Acquisition Costs Savings and Synergies).

“Permitted Acquisition Costs Savings and Synergies” means in connection with any Permitted Acquisition, costs savings and/or costs synergies reasonably anticipated by the relevant acquiring member of the Group to occur within the immediately subsequent twelve (12) Months and quantified in a certificate prepared by an Authorised Representative provided that such cost savings and/or costs synergies may not in any case exceed ten per cent. (10%) of the Consolidated EBITDA of the Borrower (the latter taken without synergies).

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal which is on arm’s length terms:

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

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

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

“Permitted Merger” means:

(a)                      merger between two members of the Group; or

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

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

provided in each case that it does not adversely affect the rights of the Finance Parties and, in the event the Borrower is involved in any merger, amalgamation or consolidation under (a), (b) or (c), it remains the surviving entity.

“Plan” means an Employee Plan, including a Multiple Employer Plan.

“Pro Forma Basis” means, for purposes of calculating certain definitions and compliance with the Consolidated Total Net Leverage Ratio under this Agreement for any period, that such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period) reflect events that are directly attributable to the Specified Transaction which are expected to have a continuing impact including, but not limited to, the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant:

(a)                      income statement items (whether positive or negative) attributable to the Property or person subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all of the Capital Stock of a Subsidiary or any division, business unit,

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product line or line of business, shall be excluded and (ii) in the case of a Permitted Acquisition, shall be included only in accordance with the definition of Permitted Acquisition;

(b)                      any retirement of Indebtedness; and

(c)                       any Indebtedness incurred or assumed by the Borrower, as applicable, or any of its Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilising the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination,

provided, that the foregoing pro forma adjustments may be applied to any such definition, test or financial covenant solely to the extent that such adjustments (y) are reasonably expected to be realised within twelve (12) Months of such Specified Transaction as set forth in reasonable detail on a certificate of an Authorised Representative delivered to the Agent five (5) Business Days prior to the date on which the Specified Transaction is completed. and (z) are calculated on a basis consistent with GAAP.

“Property” means:

(a)                      any freehold, leasehold or moveable property: and

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

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

(a)                      (in respect of the Base Currency) two (2) TARGET Days before the first day of that period; or

(b)                      (in respect of the Optional Currency), two (2) Business Days before the first day of that period,

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

“Raiffeisen Facility” means the €100,800,000 facility granted in favour of Flaga GmbH by Raiffeisen Bank.

“Recipient” means the Agent, any Lender or any other Finance Party, as applicable.

“Refinanced Debt” means:

(a)                      the UGI International Refinanced Facility Agreement;

(b)                      the UGI France Facility;

(c)                       the Raiffeisen Facility; and

(d)                      the €42,000,000 facility granted in favour of Flaga GmbH by Wells Fargo.

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“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.

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

“Relevant Jurisdiction” means, in relation to the Borrower:

(a)                      its Original Jurisdiction; and

(b)                      any jurisdiction where it conducts its business.

“Relevant Market” means, in relation to the Base Currency, the European interbank market and, in relation to the Optional Currency, the London interbank market.

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“Repeating Representations” means each of the representations set out in Clause 18 apart from Clauses 18.7 (No breach of laws), 18.9 (No misleading information), 18.10 (No proceedings), 18.11 (Environmental laws), 18.13 (Insolvency) and 18.15 (Group Structure Chart).

“Replacement Benchmark” means a benchmark rate which is:

(a)                        formally designated, nominated or recommended as the replacement for a Screen Rate by:

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

(ii)                                  any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;

(b)                        in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or

(c)                         in the opinion of the Majority Lenders and the Obligors, an appropriate successor to a Screen Rate.

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

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Rollover Loan” means one or more Loans:

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

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

(c)                       in the same currency as the maturing Loan; and

(d)                      made or to be made to the Borrower for the purpose of refinancing that maturing Loan.

“Retiring Guarantor” shall have the meaning ascribed to that term in Clause 17.9 (Release of Guarantors’ right of contribution) below.

“Sanctioned Country” means, at any time, any country or other territory that is, or whose government is, the subject or target of a general export, import, financial or investment embargo under any Sanctions broadly restricting or prohibiting dealings with such country, territory or government (comprising, as of the date of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria, but subject to such changes as take place over time).

“Sanctioned Person” means, at any time, any person with whom dealings are restricted or prohibited under Sanctions, including, without limitation, (a) any person specifically listed in any Sanctions-related list of designated persons maintained by any Sanctions Authority or is otherwise a subject of Sanctions, (b) any person organised, having its registered office in, or (to the knowledge and belief of the relevant member of the Group) resident or operating in, or any Governmental Entity or governmental instrumentality of, a Sanctioned Country, or (c) any person directly or indirectly owned by, controlled by, or acting for the benefit or on behalf of any person described in clauses (a) or (b) hereof.

“Sanctions” means economic or financial sanctions or trade embargoes or any similar restrictive measures enacted, imposed, administered or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means (i) the United States, (ii) the United Nations, (iii) the European Union or any member state thereof, (iv) the United Kingdom (including Her Majesty’s Treasury), (v) the French Republic or (vi) the respective governmental institutions of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury , the US Department of Commerce, the US Department of State and any other agency of the US government, or any other relevant sanctions authority.

“Screen Rate” means:

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

(b)                      in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),

or, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or

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service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Screen Rate Replacement Event” means, in relation to a Screen Rate:

(a)               the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders materially changed;

(b)

(i)

(A)                               the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

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

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

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

(iii)                               the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv)                              the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

(c)                the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

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

(ii)                                  that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the period opposite that Screen Rate in Schedule 12 (Screen Rate contingency periods); or

(iii)                               in the opinion of the Majority Lenders and the Obligors, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

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

“Security Interest” means any mortgage, pledge, lien, assignment by way of security, reservation of title, any other security interest or any other agreement or arrangement (including a sale and repurchase arrangement) having the commercial effect of conferring security.

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“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 4 (Requests and Notices) given in accordance with Clause 9 (Interest Periods) in relation to Facility A.

“Shareholder Advance” means any shareholder loan, any advance or any other form of indebtedness extended by a shareholder of the Borrower or any Affiliate of a shareholder of the Borrower, from time to time, to the Borrower.

“Signing Date” means the date of this Agreement.

“Specified Entity” shall have the meaning ascribed to that term in Clause 17.12 (US Guarantor Limitation) below.

“Specified Time” means a day or time determined in accordance with Schedule 10 (Timetables).

“Specified Transactions” means:

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

(b)                      any Permitted Acquisition.

“Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.

“Subsidiary Guaranteed Obligor” shall have the meaning ascribed to that term in Clause 17.11 (French Guarantor Limitation) below.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP.

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

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

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

“Termination Date” means the date which is the fifth anniversary of the Signing Date.

“Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements,

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

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

“Testing Date” means 31 March and 30 September of each year and the first Testing Date shall be 31 March 2019.

“Testing Period” means any twelve (12) Months period ending on a Testing Date.

“Total Assets” means, at any time, the total assets of the Borrower and its Subsidiaries as shown in the most recent balance sheet of the Borrower, determined on a consolidated basis in accordance with GAAP on or prior to the date of determination.

“Total Commitments” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being six hundred million euro (€600,000,000) at the Signing Date.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being three hundred million euro (€300,000,000) at the Signing Date.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being three hundred million euro (€300,000,000) at the Signing Date.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

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

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

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

“UGI Corporation” means UGI Corporation, a Pennsylvania corporation.

“UGI Europe, Inc.” means UGI Europe, Inc, a company incorporated in Delaware.

“UGI France” means UGI France, a société par actions simplifiée, incorporated under the laws of France.

“UGI France Facility” means the €600,000,000 term facility and the €60,000,000 revolving facility granted pursuant to the senior facilities agreement dated 30 April 2015 between, inter alios, UGI France (as parent, guarantor, security grantor and borrower) and Barclays Bank PLC, BNP Paribas, Caisse régionale de Crédit Agricole Mutuel de Paris et d’Ile de France, Crédit Lyonnais S.A., ING Bank N.V. (acting through its French branch), Natixis, Société Générale Corporate & Investment Banking (the corporate and investment banking division of Société Générale). (as mandated lead arrangers, underwriters and bookrunners), HSBC France (as senior mandated lead arranger), Natixis (as agent and security agent) and the original lenders listed therein, and as amended, supplemented or amended and restated from time to time.

“UGI International Refinanced Facility Agreement” means the €300,000,000 revolving facility agreement dated 19 December 2017 entered into between, inter alios, UGI International, LLC as borrower, Natixis as coordinator, Natixis, BNP Paribas, Crédit

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Agricole Corporate and Investment Bank, HSBC France, ING Bank N.V. and Mediobanca International (Luxembourg) S.A. as mandated lead arrangers, the Lenders (as defined therein), and Natixis as agent and security agent.

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

“US” means the United States of America.

“US Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“U.S. Person” means any person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“Utilisation” means a utilisation of the Facilities.

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

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 4 (Requests).

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower and the Agent.

“Write-down and Conversion Powers” means:

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

(b)                      in relation to any other applicable Bail-In Legislation:

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

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

1.2                                        Construction

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

(i)                           the “Agent”, the “Bookrunner”, the “Mandated Lead Arranger”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party” or any other person shall be construed so as to include its successors in title, permitted

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assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

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

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

(v)                       a “group of Lenders” includes all the Lenders;

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

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

(viii)              a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

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

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

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

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

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

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

1.3                                        Currency symbols and definitions

“$”, “USD” and “dollars” denote the lawful currency of the United States of America; and

“€”, “EUR” and “euro” denote the single currency of the Participating Member States.

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1.4                                        Third party rights

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

(b)                       Subject to Clause 34.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.5                                        French terms

In this Agreement, where it relates to a French member of the Group, a reference to:

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

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

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

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

(e)                        “any analogous procedure or step” shall include:

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

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

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

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

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(h)                       a “security interest” includes any sûreté réelle.

2.                                               THE FACILITIES

2.1                                        The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrower:

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

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

2.2                                        Increase

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

(i)                          Clause 7.1 (Illegality) or Clause 7.6 (Right of cancellation in relation to a Defaulting Lender); or

(ii)                       paragraph (a) of Clause 7.5 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Commitments relating to any Facility be increased (and the Commitments shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Commitments relating to that Facility so cancelled as follows:

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

(B)                    each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(C)                    each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

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

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

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

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

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

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

(f)                         The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 23.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 23.6 (Procedure for transfer) and if the Increase Lender was a New Lender.

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

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

(i)                           Clause 23.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

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

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

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

2.3                                        Finance Parties’ rights and obligations

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

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(b)                       The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by the Borrower which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by the Borrower.

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

2.4                                        Obligors’ Agent

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

(i)                           the Borrower on its behalf to supply all information concerning itself, its financial condition and otherwise to the Lenders as contemplated under this Agreement and to give all notices and instructions, to execute on its behalf any Finance Document and to enter into any agreement in connection with the Finance Documents notwithstanding that the same may affect such Obligor, without further reference to, or the consent of, such Obligor; and

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

and in each such case such Obligor will be bound thereby as though such Obligor itself had given such notice and instructions, executed such agreement or received any such notice, demand or other communications.

(b)                       Every act, agreement, undertaking, settlement, waiver, amendment, notice or other communication given or made by the Borrower or given to the Borrower under any Finance Document on behalf of another Obligor, or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with the same (and irrespective of whether the Borrower has complied with its obligations under paragraph (c) below) provided that, except as expressly provided in Clause 0 (Guarantee and Indemnity), no Obligor jointly and severally guarantees to each Finance Party prompt performance by each other Obligor of all its obligations under the Finance Documents and the payments when due of all sums from time to time payable by each other Obligor. In the event of any conflict between any notices or other communications of the Borrower and any other Obligor, those of the Borrower shall prevail.

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

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3.                                               PURPOSE

3.1                                        Purpose

The Borrower shall apply all amounts borrowed by it under the Facilities towards:

(a)                       refinancing the Refinanced Debt; and

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

3.2                                        Monitoring

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

4.                                               CONDITIONS OF UTILISATION

4.1                                        Initial conditions precedent

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

(b)                       The Borrower may not deliver its first Utilisation Request under any of the Facilities unless the Lenders have received the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Lenders. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied. With the consent of all Lenders, the Agent may waive any of the conditions precedent in Part I and Part II of Schedule 3 (Conditions Precedent).

4.2                                        Further conditions precedent

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

(a)                       in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

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

4.3                                        Maximum number of Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Loan:

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

(b)                                          more than eight (8) Facility B Loans would be outstanding.

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5.                                               UTILISATION

5.1                                        Delivery of a Utilisation Request

The Borrower may utilise the Facilities by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2                                        Completion of a Utilisation Request

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

(i)                          it identifies the Facility to be utilised;

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

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

(iv)                   the proposed Interest Period complies with Clause 9 (Interest Periods).

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

5.3                                        Currency and amount

(a)                       The currency specified in a Utilisation Request must be:

(i)                          in relation to Facility A, the Base Currency; and

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

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

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

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

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

5.4                                        Lenders’ participation

(a)                       If the conditions set out in this Agreement have been met, and subject to Clause 6.1 (Repayment of Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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

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

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accordance with Clause 28.1 (Payments to the Agent),  in each case by the Specified Time.

5.5                                        Cancellation of Commitment

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of their applicable Availability Periods.

6.                                               REPAYMENT

6.1                                        Repayment of the Facility A Loan

The Borrower shall repay the Facility A Loan in full on the Termination Date.

6.2                                        Repayment of the Facility B Loans

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

(b)                       Without prejudice to the Borrower’s obligation under paragraph (a) above, provided no Event of Default is continuing or would result from the application of this Clause 6.2(b), if:

(i)                          one or more Facility B Loans are to be made available to the Borrower:

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

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

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

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

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

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

(1)                      the Borrower will only be required to make a payment under Clause 28.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2)                      each Lender’s participation in the new Facility B Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Facility B Loan and that Lender will not be required to make a payment under Clause 28.1 (Payments to the Agent) in respect of its participation in the new Facility B Loans; and

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

(1)                      the Borrower will not be required to make a payment under Clause 28.1 (Payments to the Agent); and

(2)                      each Lender will be required to make a payment under Clause 28.1 (Payments to the Agent) in respect of its participation in the new Facility B Loans only to the extent that its participation in the new Facility B Loans exceeds that Lender’s participation in the maturing Facility B Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Facility B Loan.

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

7.1                                        Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

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

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

(c)                        to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 7.5 (Right of replacement or repayment and cancellation in relation to a single Lender), the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

7.2                                        Change of control and sale

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

(i)                           the Borrower shall promptly notify the Agent upon becoming aware of that event;

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

(iii)                     the Agent shall, by not less than five (5) Business Days’ notice to the Borrower, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.

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

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

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

7.3                                        Voluntary cancellation

The Borrower may, if it gives the Agent not less than three (3) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of five million euro (EUR 5,000,000) and an integral multiple of one million euro (EUR 1,000,000)) of the Available Facility. Any cancellation under this Clause 7.3 shall reduce the Commitments of the Lenders rateably.

7.4                                        Voluntary prepayment

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

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

(a)                       If:

(i)                           any sum payable to any Lender by the Borrower is required to be increased under Clause 12.1 (Payments free of Taxes);

(ii)                        any Lender claims indemnification from the Borrower under Clause 12.3 (Indemnification by the Borrower) or Clause 13.1 (Increased costs); or

(iii)                     interest on a Lender’s participation in a Loan is being calculated in accordance with Clause 10.3 (Cost of funds),

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

the Borrower may, whilst the circumstance giving rise to the requirement for that increase, indemnification or non-deductibility for French tax purposes continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

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

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

(d)                       If:

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

(ii)                        the Borrower becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender,

the Borrower may, on three (3) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

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

(i)                           the Borrower shall have no right to replace the Agent;

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

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

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

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

7.6                                        Right of cancellation in relation to a Defaulting Lender

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

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

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

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7.7                                        Restrictions

(a)                       Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

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

(c)                        The Borrower may not reborrow any part of Facility A which is prepaid. However, and unless a contrary indication appears in this Agreement and except for any prepayment or cancellation of any part of Facility B pursuant to Clause 7.1 (Illegality), Clause 7.2 (Change of Control or sale), Clause 7.3 (Voluntary cancellation), or Clause 7.6 (Right of cancellation in relation to a Defaulting Lender), any part of Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

(d)                       The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

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

(f)                         If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

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

7.8                                        Application of prepayments

(a)                       Any prepayment of a Loan pursuant to Clause 7.2 (Change of control and sale) or Clause 21.21 (DCM Transactions) shall be applied pro rata to each Lender’s participation in that Loan.

(b)                       Any prepayment of a Loan pursuant to Clause 7.4 (Voluntary prepayment) shall be applied pro rata to each Lender’s participation in that Loan in such order as the Borrower may elect in its sole discretion.

8.                                               INTEREST

8.1                                        Calculation of interest

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

(a)                       Margin; and

(b)                       in relation to any Loan in Base Currency, EURIBOR or EONIA (with respect to the first Interest Period only), in relation to any Loan in the Optional Currency, LIBOR.

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8.2                                        Payment of interest

The Borrower shall pay accrued interest on the applicable Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six-Monthly intervals after the first day of the Interest Period).

8.3                                        Default interest

(a)                       If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. (1%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Agent.

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

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

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

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

8.4                                        Notification of rates of interest

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

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

8.5                                        Margin adjustment

8.5.1                              The Margin for each Loan in respect of any Interest Period shall be adjusted in order to correspond to the percentage per annum set out below in the applicable column for a Facility A Loan or a Facility B Loan opposite the range in which the Consolidated Total Net Leverage Ratio falls as from the first day of the Interest Period during which the Compliance Certificate has been received by the Agent (provided that the Compliance Certificate has been received at least five (5) Business Days prior to the expiry of the relevant Interest Period) or as from the first day of the next Interest Period if the Compliance Certificate has been received by the Agent less than five (5) Business Days prior to the expiry of the relevant Interest Period (and for the first time in respect of the first Interest Period for the first Utilisation, based on the audited consolidated financial statements of the Group as at 30 September 2017 or any more recent Accounts received by the Agent together with the Compliance Certificate).

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8.5.2                              If the Compliance Certificate in relation to the consolidated annual audited financial statements of the Borrower shows that the Margin should have been, but was not, increased, the Margin will be re-calculated retrospectively by reference to those consolidated annual audited financial statements, and appropriate adjustment payments will be required to be made (it being specified that such provision shall not apply to any Lender to the extent that it no longer holds a participation in the Facilities both at the time to which the adjustment relates and at the date the adjustment is to be made).

8.5.3                              If the consolidated annual audited financial statements of the Borrower show that the Margin should have been, but was not decreased, the amounts payable by the Borrower at the end of the then current interest period shall be reduced so as to put the Lenders and the Borrower in the position they would have been in had the correct margin been applied (it being specified that such provision shall not apply to any Lender to the extent that it no longer holds a participation in the Facilities at the date the adjustment is to be made).

8.5.4                              No decrease in the Margin shall take effect if an Event of Default has occurred. If an Event of Default occurs and for so long as it is continuing, the Margin applicable to a Loan shall immediately be (if it is not already) the highest percentage per annum set out above for such a Loan, until the time when such Event of Default is waived or remedied.

8.5.5                              For the purposes of this Clause 8.5, Margin adjustments shall not be limited to one step-down or step-up at a time.

9.                                               INTEREST PERIODS

9.1                                        Selection of Interest Periods

(a)                       The Borrower may select Interest Periods for a Loan in the Utilisation Request for that Loan or in a Selection Notice.

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

(c)                        Subject to this Clause 9, the Borrower may select an Interest Period of one (1), three (3) or six (6) Months or of any other period agreed between the Borrower, the Agent and all the Lenders.

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

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

(f)                         A Facility B Loan has one Interest Period only.

9.2                                        Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.                                        CHANGES TO THE CALCULATION OF INTEREST

10.1                                 Unavailability of Screen Rate

(a)                       Interpolated Screen Rate: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for the Interest Period of a Loan, the applicable LIBOR or EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b)                       Shortened Interest Period: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for:

(i)                          the currency of a Loan; or

(ii)                       the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,

the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR or EURIBOR for that shortened Interest Period shall be determined pursuant to the definition of “LIBOR”.

(c)                        Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR or, if applicable EURIBOR for:

(i)                          the currency of that Loan; or

(ii)                       the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR or EURIBOR shall be the Historic Screen Rate for that Loan.

(d)                       Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR or EURIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan.

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(e)                        Cost of funds: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and there shall be no LIBOR or EURIBOR for that Loan and Clause 10.3 (Cost of funds) shall apply to that Loan for that Interest Period.

10.2                                 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty five per cent. (35%) of that Loan) that the cost to it of funding its participation in that Loan from the interbank market for the relevant currency would be in excess of EURIBOR or, if applicable, LIBOR then Clause 10.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

10.3                                 Cost of funds

(a)                       If this Clause 10.3 applies, the rate of interest on each Lender’s share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)                          the Margin; and

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

(b)                       If this Clause 10.3 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)                        Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d)                       If this Clause 10.3 applies pursuant to Clause 10.2 (Market disruption) and:

(i)                           a Lender’s Funding Rate is less than EURIBOR or, in relation to any Loan in dollars, LIBOR; or

(ii)                        a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

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

(e)                        If this Clause 10.3 applies pursuant to Clause 10.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

10.4                                 Notification to Borrower

If Clause 10.3 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Borrower.

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10.5                                 Break Costs

(a)                       The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

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

11.                                        FEES

11.1                                 Commitment fee

(a)                       The Borrower shall pay to the Agent (for the account of each Facility B Lender) a fee in the Base Currency computed at the rate of thirty five per cent. (35%) of the amount of the Facility B Margin per annum on that Lender’s undrawn and uncancelled Facility B Commitment (the “Facility B Commitment Fee”) for each 90 day period during the Facility B Availability Period, commencing on the Signing Date and calculated daily.

(b)                       The Facility B Commitment Fee is payable:

(i)                           on the last day of each successive 90 day period (the first of which shall commence on the Signing Date) which ends during the Facility B Availability Period;

(ii)                        on the last day of the Facility B Availability Period; and

(iii)                     if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment under Facility B at the time the cancellation is effective.

(c)                        If the Facility A Availability Period is extended beyond the Closing Date, the Borrower shall pay to the Agent (for the account of each Facility A Lender) a fee in the Base Currency computed at the rate of thirty five per cent. (35%) of the amount of the Facility A Margin per annum on that Lender’s undrawn and uncancelled Facility A Commitment (the “Facility A Commitment Fee”) for the period commencing on the Closing Date and ending on the last day of the Facility A Availability Period.

(d)                       If the Facility A Availability Period is extended beyond the Closing Date, the Facility A Commitment Fee is payable:

(i)                           on the last day of the Facility A Availability Period; and

(ii)                        if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment under Facility A at the time the cancellation is effective.

11.2                                 Utilisation fee

The Borrower shall pay to the Agent (for the account of each Facility B Lender) a utilisation fee based on the utilised amounts under Facility B commencing on the Signing Date, calculated daily and payable on the last day of each successive 90 day period. The Borrower shall pay a utilisation fee equivalent to:

(a)                       zero point ten per cent. (0.10%) of the Total Facility B Commitments, if it utilises thirty three per cent. (33%) or less of the Total Facility B Commitments;

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(b)                       zero point twenty per cent. (0.20%) the Total Facility B Commitments, if it utilises more than thirty three per cent. (33%) but no more than 66% of the Total Facility B Commitments; and

(c)                        zero point forty per cent. (0.40%) the Total Facility B Commitments, if it utilises more than sixty six per cent. (66%) of the Total Facility B Commitments.

For the avoidance of doubt, the utilisation fee shall be payable on an aggregate basis. Therefore, any amounts paid by the Borrower as utilisation fee based on paragraphs (a) and (b) above shall be subsequently deducted from any further utilisation fees paid by the Borrower under paragraphs (b) and (c), respectively. Consequently, the maximum utilisation fee payable by the Borrower at any time will be equivalent to zero point forty per cent. (0.40%) the Total Facility B Commitments.

11.3                                 Upfront fee

The Borrower shall pay to the Mandated Lead Arrangers and the Bookrunners an upfront fee in the amount and at the times agreed in a separate Fee Letter entered into between the Coordinator and the Borrower on or around the Signing Date.

11.4                                 Agency fee

The Borrower shall pay to the Agent in its role as the Agent (for its own account) an agency fee in the amount and at the times agreed in a separate Fee Letter.

11.5                                 Coordination fee

The Borrower shall pay to the Coordinator in its role as the Coordinator (for its own account) a coordination fee in the amount and at the times agreed in a separate Fee Letter.

12.                                        TAX GROSS UP AND INDEMNITIES

12.1                                 Payments Free of Taxes

Any and all payments by or on account of any obligation of any Obligor under any Finance Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by any such Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Clause 12.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

12.2                                 Payment of Other Taxes by the Borrower

The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

12.3                                 Indemnification by the Borrower

The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on

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or attributable to amounts payable under this Clause) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Finance Party (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Finance Party, shall be conclusive absent manifest error.

12.4                                 Indemnification by the Lenders

Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so) and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Finance Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Finance Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this Clause 12.4.

12.5                                 Evidence of Payments

As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to Clause 12 (Tax gross-up and indemnities), the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

12.6                                 Status of Finance Parties

(a)                       Any Finance Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Finance Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Finance Party, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in 12.6(b)(i), (ii) and (iv) below) shall not be required if in the Finance Party’s reasonable judgment such completion, execution or submission would subject such Finance Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Party.

(b)        Without limiting the generality of the foregoing,

(i)                           any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the

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Borrower or the Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(ii)                        any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable:

(A)                    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Finance Document, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Finance Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(B)                    executed originals of IRS Form W-8ECI;

(C)                    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in a form reasonably satisfactory to the Borrower and the Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 per cent. shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E; or

(D)                    to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit [J]-2 or Exhibit [J]-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate in in a form reasonably satisfactory to the Borrower and the Agent on behalf of each such direct and indirect partner;

(iii)                     any Finance Party shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Finance Party becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in a withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made; and

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(iv)                    if a payment made to a Finance Party under any Finance Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Finance Party shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Finance Party has complied with such Finance Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.

12.7                                 Treatment of Certain Refunds

If any Finance Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to Clause 12 (including by the payment of additional amounts pursuant to this Clause 12), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Clause with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Clause 12.7 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this Clause 12.7 in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Clause 12.7 the payment of which would place the indemnified party in a less favourable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other person.

12.8                                 FATCA Information

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

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

(A)              a FATCA Exempt Party; or

(B)              not a FATCA Exempt Party;

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

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

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

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

(i)                                      any law or regulation;

(ii)                                   any fiduciary duty; or

(iii)                                any duty of confidentiality.

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

12.9                                 Survival

Each Party’s obligations under this Clause 12.9 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Finance Document.

13.                                        INCREASED COSTS

13.1                                 Increased costs

(a)                       Subject to Clause 13.3 (Exceptions) the Borrower shall, within five (5) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)                 the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation;

(ii)              compliance with any law or regulation made after the date of this Agreement; or

(iii)           the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV,

provided that, notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Customer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof shall be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented.

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(b)        In this Agreement:

(i)      “Increased Costs” means:

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

(B)                     an additional or increased cost; or

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

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

(ii)     “Basel III” means:

(A)                     the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurements, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B)                     the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011 as amended, supplemented or restated; and

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

(iii)    “CRD IV” means:

(A)                     Regulation (EU) No 575/2013 of the European Parliaments and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(B)                     Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

13.2                                 Increased cost claims

(a)                       A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

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

13.3                                 Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

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(a)                       (A) an Indemnified Tax, (B) a Tax described in clauses (b) through (f) of the definition of Excluded Taxes; and (C) Connection Income Taxes; or

(b)                       attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

14.                                        OTHER INDEMNITIES

14.1                                 Currency indemnity

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

(i)                           making or filing a claim or proof against the Borrower; or

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

the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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

14.2                                 Other indemnities

The Borrower shall within five (5) Business Days of demand, indemnify each Finance Party against any documented cost, loss or liability incurred by that Finance Party as a result of:

(a)        the occurrence of any Event of Default;

(b)                       a failure by the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);

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

(d)                       a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3                                 Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any documented cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

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

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(b)                       entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 28.9 (Change of currency);

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

(d)                       instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

15.                                        MITIGATION BY THE LENDERS

15.1                                 Mitigation

(a)                       Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs) or in any amount payable under a Finance Document by a French Guarantor becoming not deductible from that Guarantor’s taxable income for French tax purposes by reason of that amount being (i) paid or accrued to a Finance Party incorporated, domiciled, established or acting through a facility office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative Jurisdiction, including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

15.2                                 Limitation of liability

(a)                       The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)                       A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16.                                        COSTS AND EXPENSES

16.1                                 Transaction expenses

The Borrower shall promptly on demand pay the Agent and the Mandated Lead Arrangers the amount of all documented out-of-pocket costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

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

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

16.2                                 Amendment costs

If:

(a)        an Obligor requests an amendment, waiver or consent; or

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(b)        an amendment is required pursuant to Clause 28.9 (Change of currency),

the Borrower shall, within ten (10) Business Days of demand, reimburse the Agent for the amount of all documented costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

16.3                                 Enforcement costs

The Borrower shall, within ten (10) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

17.                                        GUARANTEE AND INDEMNITY

17.1                                 Guarantee and Indemnity

Subject to the limitations set forth in Clauses 17.11 (French Guarantor Limitation) through clause 17.14 (Guarantee Limitations - general), each Guarantor irrevocably and unconditionally jointly and severally:

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

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

(c)                        agrees to indemnify each Finance Party by way of an independent and primary (abstract) obligation (als unabhängige, eigenständige (abstrakte) Verpflichtung) immediately on first demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

17.2                                 Continuing Guarantee

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

17.3                                 Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)                       the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b)                       each Finance Party shall be entitled to recover the value or amount of that payment from the Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

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17.4                                 Waiver of Defences (umfassender Einwendungsverzicht)

The obligations of each Guarantor under this Clause 0 will not be affected by any act, omission, matter or thing which, but for this Clause 0, would reduce, release or prejudice any of its obligations under this Clause 0 (without limitation and whether or not known to it or any Finance Party) including:

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

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

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

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

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

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

(g)                        any insolvency or similar proceedings.

17.5                                 Guarantor Intent

Without prejudice to the generality of Clause 17.4 (Waiver of Defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents (including, without limitation, for the purposes of or in connection with any acquisition of any nature, increasing working capital, enabling investor distributions to be made, carrying out restructurings, refinancing existing Facilities, refinancing any other indebtedness, making Facilities available to new borrowers, any other variation or extension of the purposes for which any such facility or amount might be made available from time to time and any fees, costs and/or expenses associated with any of the foregoing).

17.6                                 Immediate Recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or claim payment from any person or otherwise require that any liability under any guarantee contained in this Clause 0 be divided or apportioned with any other person or reduced in any manner whatsoever before claiming from that Guarantor under this Clause 0. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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17.7                                 Appropriations

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

(a)                       refrain from enforcing any rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or enforce the same in such manner and order as it sees fit and no Guarantor shall be entitled to the benefit of the same;

(b)                       apply any monies received by it in respect of those amounts in such manner and order as it sees fit; and

(c)                        in respect of any amounts received or recovered by any Finance Party after a claim pursuant to this guarantee in respect of any sum due and payable by any Obligor under this Agreement place such amounts in a suspense account (bearing interest at a market rate usual for accounts of that type) unless and until such moneys are sufficient in aggregate to discharge in full all amounts then due and payable under the Finance Documents.

17.8                                 Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 0:

(a)                       to be indemnified by an Obligor;

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

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

(d)                       to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and Indemnity);

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

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

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

17.9                                 Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor, in accordance with the terms of the Finance Documents, for the purpose of any sale or other disposal of that

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Retiring Guarantor or any of its Holding Companies (other than the Borrower) then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)                       that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents;

(b)                       each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document; and

(c)                        that Retiring Guarantor is automatically released by the Lenders from any of its obligations hereunder.

17.10                          Additional security

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

17.11                          French Guarantor Limitation

(a)                      In the case of each Guarantor incorporated in France (a “French Guarantor”) its obligations under this Clause 17 (Guarantee and Indemnity) shall apply only insofar as required to :

(i)                          guarantee the payment obligations under this Agreement of its direct or indirect Subsidiaries which are or become Obligors from time to time under this Agreement and incurred by those Subsidiaries as Borrowers (if they are not French Obligors) or as Borrowers and/or Guarantors (if they are French Obligors); and

(ii)                        guarantee the payment obligations of other Obligors which are not direct or indirect Subsidiaries of that French Guarantor, provided that in such case such guarantee shall be limited: (A) to the payment obligations of such other Obligors but (B) not exceeding an amount equal to the aggregate of all amounts borrowed directly (as Borrower) or indirectly (by way of intra-group loans directly or indirectly from any other Borrower) by such other Obligors under this Agreement and on-lent directly or indirectly to that French Guarantor and outstanding from time to time (the “Maximum Guaranteed Amount”); it being specified that any payment made by such French Guarantor under this Clause 17 (Guarantee and Indemnity) in respect of the obligations of any other Obligor shall reduce pro tanto the outstanding amount of the intercompany loans (if any) due by such French Guarantor to that Obligor under the intercompany loan arrangements referred to above.

(b)                       For the avoidance of doubt, any payment made by a French Guarantor under paragraph (a)(ii) of this Clause 17 (Guarantee and Indemnity) shall reduce the Maximum Guaranteed Amount.

(c)                        Notwithstanding any other provision of this Clause 17 (Guarantee and Indemnity), no French Guarantor shall secure liabilities under the Agreement which would result in such French Guarantor not complying with French financial assistance rules as set out in Article L. 225-216 of the French Commercial Code (Code de commerce) and/or would constitute a misuse of corporate assets within the meaning of article L. 241-3 or

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L. 242-6 of the French Commercial Code (Code de commerce) or any other law or regulations having the same effect, as interpreted by French courts.

(d)                       It is acknowledged that such French Guarantor is not acting jointly and severally with the other Guarantors and shall not be considered as “co-débiteur solidaire” as to their obligations pursuant to the guarantee given in accordance with this Clause 17 (Guarantee and Indemnity).

17.12                          US Guarantor Limitation

Notwithstanding any term or provision of this Agreement, no Specified Entity or direct or indirect subsidiary of a Specified Entity, apart from any Original Guarantor, shall guarantee the obligations of the Borrower whose jurisdiction of organization is a state or territory of the US, and no more than 65% of the total combined voting power of all classes of all voting stock or voting shares, or any other voting equity interest in any Specified Entity, shall guarantee the obligations of the Borrower.

For these purposes, a “Specified Entity” means (i) any “controlled foreign corporation” (a “CFC”) (within the meaning of Section 957 of the Code), or (ii) any direct or indirect subsidiary of a CFC, or (iii) any entity substantially all of the assets of which constitute the equity interests in one or more CFCs.

17.13                          Austrian Guarantor Limitations

(a)                      To the extent that the Guarantee pursuant to this Clause 17 or an indemnity under this Agreement or any other Finance Document is granted by a Guarantor incorporated or established in Austria as a limited liability company (Gesellschaft mit beschränkter Haftung), joint stock company (Aktiengesellschaft), or a partnership with no individual as one of its general partners (each an “Austrian Guarantor”), nothing in this Agreement or any other Finance Document shall be construed as to create an obligation or liability of an Austrian Guarantor that would be in violation of mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften), including, without limitation, s.82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung - GmbHG) and s.52 et seq. of the Austrian Act on Joint Stock Companies (Aktiengesetz - AktG) (the “Austrian Capital Maintenance Rules”). All obligations and liabilities of an Austrian Guarantor under this Agreement and any other Finance Document shall therefore be limited in accordance with Austrian Capital Maintenance Rules. Should any liability and/or obligation under the Finance Documents violate or contradict Austrian Capital Maintenance Rules, such liability and/or obligation shall be deemed to be replaced by a liability and/or obligation of a similar nature which is in compliance with Austrian Capital Maintenance Rules and which corresponds to the maximum amount permitted to be paid in accordance with Austrian Capital Maintenance Rules and, where applicable, provides the best possible Security Interest in favour of the Finance Parties. By way of example, should it be held that the Security created under any Finance Document is contradicting Austrian Capital Maintenance Rules in relation to any amount of the secured obligations, the Security created by the respective Finance Document shall be reduced to such an amount of the secured obligations which is permitted pursuant to Austrian Capital Maintenance Rules.

(b)                      If and to the extent the obligations and/or liabilities of an Austrian Guarantor under this Agreement or any other Finance Document would not be permitted under Austrian Capital Maintenance Rules, would render the directors of an Austrian Guarantor personally liable pursuant to Austrian law to that Austrian Guarantor or any of its creditors or would expose the directors of an Austrian Guarantor to the risk or

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criminal responsibility, in each case because of a violation of Austrian Capital Maintenance Rules, then such obligations and/or liabilities shall be limited to the maximum amount permitted to be paid and/or secured (as applicable) which would not trigger such directors’ liability or responsibility, provided that the amount payable shall not be less than:

(i)                          that Austrian Guarantor’s balance sheet profit (including retained earnings) (Bilanzgewinn) as defined in s.224 (3) lit A no. IV of the Austrian Enterprise Code (Unternehmensgesetzbuch — UGB) as calculated by reference to the most recent (audited, if applicable, and approved (festgestellt)) financial statements of that Austrian Guarantor then available;

(ii)                       plus any other amounts which are or can be converted into amounts freely available for distribution to the shareholder(s) of that Austrian Guarantor under the GmbHG or AktG (as the case may be) and the UGB (such as, for instance, unrestricted reserves (freie Rücklagen)) and at the time or times payment under or pursuant to this Agreement is requested from an Austrian Guarantor;

(iii)                    plus, to the extent applicable, the aggregate Utilisations (plus any accrued interest, commission and fee thereon) borrowed by that Austrian Guarantor;

(iv)                   plus, to the extent applicable, the aggregate Utilisations (plus any accrued interest, commission and fees thereon) borrowed by any other Obligor under this Agreement and made available to (or for the benefit of) that Austrian Guarantor and/or its subsidiaries;

(v)                      plus the amount of any indebtedness capable of being discharged by way of setting-off that Austrian Guarantor’s recourse claim following an enforcement of this Guarantee and/or the Security Interests granted by it against any indebtedness owed by that Austrian Guarantor to another Obligor.

(c)                       Whereas the Parties acknowledge that the limitations set out in this Clause 17.13 may reduce any amount recoverable at a given time from an Austrian Guarantor under this Agreement and any other Finance Document, no reduction of an amount enforceable pursuant to these limitations will prejudice the rights of any Finance Party to continue enforcing its rights under the Finance Documents until full discharge of that Austrian Guarantor’s obligations.

17.14                          Guarantee Limitations - general

(a)                      This guarantee does not apply to any liability to the extent that it would result in this guarantee being illegal or constituting unlawful financial assistance in any relevant jurisdiction concerning the financial assistance by that company for the acquisition of, or subscription for, shares or concerning the protection of shareholders’ capital.

(b)                       The guarantee of any Additional Guarantor is subject to any limitations relating to that Additional Guarantor set out in the Accession Deed applicable to such Additional Guarantor and agreed with the Agent.

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SECTION 8

REPRESENTATION

18.                                        REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 18 to each Finance Party on the date of this Agreement.

18.1                                 Status

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

(b)                       It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

18.2                                 Power and authority

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

18.3                                 Validity and admissibility in evidence

All Authorisations required or desirable:

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

(b)                       to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of formation or incorporation (as the case may be),

have been obtained or effected and are in full force and effect.

18.4                                 Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document are legal, valid, binding and enforceable obligations.

18.5                                 Non-conflict with other obligations

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

(a)        any law, regulation or judgment applicable to it or any of its Subsidiaries;

(b)        its’ or any of its Subsidiaries’ constitutional documents;

(c)        the Notes 2018; or

(d)                       any agreement or the terms of any consent binding upon any member of the Group or any assets of any member of the Group to an extent which could reasonably be expected to have a Material Adverse Effect.

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18.6                                 No contravention

The entry into by any member of the Group, the exercise of its rights under and the compliance with its obligations under and each Finance Document to which it is party do not oblige any member of the Group to create any security or result in the creation of any security over any assets of any member of the Group.

18.7                                 No breach of laws

It has not, and no member of the Group has, breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

18.8                                 No default

(a)                       No Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b)                       No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

18.9                                 No misleading information

(a)                       Subject to Clause 18.9(b), any written information provided by any member of the Group for the purposes of the Business Plan was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)                       The financial projections contained in the Business Plan have been prepared on the basis of recent historical information and on the basis of reasonable assumptions as of the date prepared.

(c)                        Nothing has occurred or been omitted from the Business Plan and no information has been given or withheld that results in the information contained in the Business Plan being untrue or misleading in any material respect as of the date prepared.

18.10                          No proceedings

(a)                       No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

(b)                       No judgment or order of a court, arbitral body or agency which could reasonably be expected to have a Material Adverse Effect has been made against it or any of its Subsidiaries.

18.11                          Environmental laws

It, and each member of the Group, is and has at all times taken such steps as are necessary to comply respects with all Environmental Laws and all Environmental Permits necessary in connection with the ownership and operation of its business have been obtained and are in full force and effect in all material respects where failure to comply with such Environmental Laws or Environmental Permits could reasonably be expected to have a Material Adverse Effect.

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18.12                          Financial Statements

(a)                       The Original Financial Statements were prepared in accordance with GAAP consistently applied and fairly represent the consolidated financial position (as at the date to which they were prepared) of and the results of the operations of, the Group for the period to which they relate and the state of the affairs of the Group (as the case may be) at the end of the relevant period and, in particular, disclose or reserve against all liabilities (actual or contingent).

(b)                       The latest Annual Accounts and the latest Half-Year Accounts delivered from time to time under Clause 19.1 (Financial statements) were prepared in accordance with GAAP consistently applied and, in the case of:

(i)                           the latest Annual Accounts fairly represent the consolidated financial position of the Group as at the date to which they were prepared and the results of the operations of the Group for the period to which they related and the state of the affairs of the Group at the end of that period and, in particular, disclose or reserve against all liabilities (actual or contingent) to the extent required by the Applicable Accounting Principles; and

(ii)                        the latest Half-Year Accounts show with reasonable accuracy the consolidated financial position of the Group as at the date to which they were prepared and the results of the operations of the Group for the period to which they related and, in particular, disclose or reserve against all liabilities (actual or contingent) to the extent required by the Applicable Accounting Principles.

18.13                          Insolvency

No:

(a)                       corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 22.7 (Insolvency proceedings); or

(b)                       creditors’ process described in Clause 22.8 (Creditors’ process),

has been taken or, to the knowledge of the Borrower, threatened in relation to a member of the Group; and none of the circumstances described in Clause 22.6 (Insolvency) applies to a member of the Group.

18.14                          No filing or stamp taxes

No Finance Documents are required to be filed, recorded or enrolled with any U.S. court or other authority and no stamp, registration, notarial or similar Taxes or fees are payable  in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

18.15                          Group Structure Chart

(a)                       As of the Closing Date, the Group Structure Chart delivered to the Agent pursuant to Part I of Schedule 3 (Conditions precedent) is true, complete and accurate in all material respects and shows the following information:

(i)                           each member of the Group, including current name, its Original Jurisdiction (in the case of the Borrower), its jurisdiction of incorporation (in the case of any other member of the Group) and/or its jurisdiction of establishment, a list of shareholders and indicating whether a company is a Dormant Subsidiary or is not a company with limited liability; and

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(ii)                        all minority interests in any member of the Group and any person in which any member of the Group holds shares in its issued share capital or equivalent ownership interest of such person.

(b)                       All necessary intra-Group loans are set out in the Group Structure Chart.

18.16                          Anti-corruption laws

(a)                       Each member of the Group (as well as their respective board members, legal representatives, directors, officers, employees, agents or Affiliates) has conducted its businesses in compliance with applicable Anti-Corruption Rules and has instituted and maintained policies and procedures designed to promote and achieve compliance with such Anti-Corruption Rules by the above-mentioned legal entities or individuals.

(b)                       None of the Obligor, any other member of the Group, or any of their respective directors, officers or employees, or to the knowledge of the Borrower, any of their respective affiliates, agents or any of the other above-mentioned legal entities or individuals, is subject to any action, proceedings, investigation or inquiry which would relate to the Anti-Corruption Rules applicable to it, including on the part of the Sanctions committee of the French Anti-Corruption Agency or any other foreign authority with similar powers.

(c)                        No member of the Group will, directly or indirectly, use the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or any other person in any manner that would result in a violation of Anti-Corruption Laws by any person (including any person participating in the loan hereunder, whether as underwriter, advisor, investor, lender, hedge provider, facility agent or otherwise).

18.17                          Sanctions

None of the Borrower, any other member of the Group, their respective directors or officers, or, to the knowledge of the Borrower, any Affiliate, agent or employee of it, is a Sanctioned Person or located, organized or resident in a Sanctioned Country and the Borrower and each member of the Group has instituted and maintained policies and procedures designated to prevent violation of such laws, rules or regulations. No Obligor, no member of the Group, nor any of their respective directors or officers nor, to the best of its knowledge, any member of the Group’s employees, Affiliates, agents or representatives:

(a)                       is a Sanctioned Person;

(b)                       is a person who is otherwise the target of Sanctions such that the entry into, or performance, of this Agreement or any other Finance Document would be prohibited for a Lender or would cause such Lender to breach applicable law;

(c)                        is owned or controlled by (including, without limitation, by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Sanctioned Person or a foreign government that is the target of Sanctions such that the entry into, or performance under, this Agreement or any other Finance Document would be prohibited under applicable law or applicable Sanctions;

(d)                       engage or have engaged in any dealings or transactions with, involving or for the benefit of a Sanctioned Person, or involving any Sanctioned Country, in each case in violation of Sanctions;

(e)                        is subject to any action, proceeding or litigation with regard to any actual violation of Sanctions;

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(f)                         engage in any activity that could trigger a designation under existing Sanctions; or

(g)                        is located, organized or resident in a Sanctioned Country.

18.18                          Anti-money laundering

(a)                       None of the Borrower, any other member of the Group or any of their respective directors or officers, or, to the best knowledge of the Borrower, any Affiliate or any agent or employee of it, has engaged in any activity or conduct which would violate any applicable anti-money laundering laws, rules or regulations in any applicable jurisdiction and each member of the Group has instituted and maintained policies and procedures designated to prevent violation of such laws, rules or regulations.

(b)                       None of the Borrower, any other member of the Group or any of their respective directors or officers, has been subject to any action, proceeding, litigation, claim or, to the best knowledge of the Borrower, any Affiliate or employee of it, investigation with regard to any actual or alleged violation of any applicable anti-money laundering or terrorist financing laws, rules or regulations in any applicable jurisdiction.

18.19                          ERISA and Multiemployer Plans

(a)                       With respect to any Plan, no ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur that has resulted in or would reasonably be expected to have a Material Adverse Effect.

(b)                       To the best of the knowledge and belief of the Borrower, there is no existing or expected change in the funding status of any Plan which would reasonably be expected to have a Material Adverse Effect.

(c)                        Neither the Borrower nor any ERISA Affiliate has incurred or, so far as the Borrower is aware, is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which has or would reasonably be expected to have a Material Adverse Effect.

(d)                       Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan has been terminated, within the meaning of Title IV of ERISA, and, so far as the Borrower is aware, no such Multiemployer Plan is reasonably expected to be terminated, within the meaning of Title IV of ERISA, in each case and to the extent that such termination would reasonably be expected to have a Material Adverse Effect.

(e)                        The Borrower and any ERISA Affiliates are in compliance in all respects with the presently applicable contribution and funding provisions of ERISA and the Code with respect to each Employee Plan and Multiemployer Plan, except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Employee Plan, and neither the Borrower nor any ERISA Affiliate has received notice of an event with respect to a Multiemployer Plan, which would reasonably be expected to result in the incurrence by the Obligor or any ERISA Affiliate of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect.

(f)                         No assets of the Borrower constitute the assets of any Plan within the meaning of the U.S. Department of Labor Regulation § 2510.3-101 to an extent which would reasonably be expected to have a Material Adverse Effect.

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18.20                          Investment Companies

The Borrower is not registered, or required to be registered as an “investment company” under the U.S. Investment Company Act of 1940, as amended.

18.21                          Federal Regulations

The use of the proceeds hereunder in accordance with the terms of this Agreement does not violate Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System of the United States.

18.22                          Corporate benefit and good faith

The execution and delivery of this Agreement by the Borrower was or will be a proper use of the powers of its director, acting in accordance with their duties and in good faith to promote the success of the Borrower for the benefit of its members as a whole and:

(a)                       the entry into and the exercise of its rights and performance of its obligations under this Agreement will be of material commercial benefit to the Borrower; and

(b)                       in entering into this Agreement the Borrower acted or will act in good faith and for the purposes of carrying on its business and, at the time it did or does so, there were or are reasonable grounds for believing that the transaction would benefit the Borrower.

18.23                          Entrance into Finance Documents

It enters into the Finance Documents to which it is a party as a principal and not as an agent, and in its own name and on its own account and not for the account of or on behalf of any third party.

18.24                          Repetition

The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date (other than in the case of a Rollover Loan) and the first day of each Interest Period.

19.                                        INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1                                 Financial statements

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

(a)                       as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each Financial Year, the audited consolidated financial statements of the Group; and

(b)                       as soon as the same become available, but in any event within ninety (90) days after the end of each Accounting Half-Year, the unaudited consolidated financial statements of the Group for that Accounting Half-Year.

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19.2                                 Compliance Certificate

(a)                       Commencing with the Accounting Half-Year ending 31 March 2019, the Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to Clause 19.1 (Financial statements), a Compliance Certificate: (i) setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial covenant) as at the date as at which those financial statements were drawn up; and (ii) confirming that the Guarantor Coverage Test has been satisfied or, if not, a list of proposed Additional Guarantors.

(b)                       Each Compliance Certificate shall be signed by an Authorised Representative and, in the case of the audited consolidated financial statements, shall be accompanied by a report thereon of the Borrower’s auditors which report shall not be qualified with respect to scope limitations imposed by the Borrower or any of its Subsidiaries or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP and shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated in conformity with GAAP unless otherwise disclosed, applied on a basis consistent with prior years, and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with GAAP.

19.3                                 Requirements as to financial statements

(a)                       Each set of financial statements delivered by the Borrower pursuant to Clause 19.1 (Financial statements) shall be certified by an Authorised Representative of the Borrower as fairly presenting the financial condition of the Group as at the date as at which those financial statements were drawn up.

(b)                       The Borrower shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using the “Applicable Accounting Principles” which means:

(i)                           in relation to any audited consolidated financial statements of the Group, GAAP; and

(ii)                        in relation to any other member of the Group, GAAP or, to the extent applicable, generally accepted accounting principles, standards, and practices in its jurisdiction of incorporation.

19.4                                 Information: miscellaneous

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

(a)                       a list of Material Subsidiaries (together with their annual financial statements only) and promptly after any change in the list of Material Subsidiaries occurring, the revised list of the same;

(b)                       copies of all documents dispatched by the Borrower to its creditors promptly after the Borrower has dispatched such documents to its creditors;

(c)                        promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which could reasonably be expected to have a Material Adverse Effect;

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(d)                       promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group, and which could reasonably be expected to have a Material Adverse Effect;

(e)                        such further information regarding the financial condition, business or operations of the Borrower and the Material Subsidiaries, including, as the case may be, a certificate from the Borrower signed by its Chief Executive Officer or Chief Financial Officer certifying that no Event of Default is continuing, promptly upon request by the Agent as any Finance Party (through the Agent) may reasonably request;

(f)                         customary information requirements regarding “Know your customers” checks (“KYC”) in accordance with Clause 19.8 (“Know your customer” checks);

(g)                        notification of any acquisition (which should qualify as a Permitted Acquisition) by any member of the Group in the event that the acquired entity will qualify as a Material Subsidiary following such acquisition;

(h)                       promptly, any document evidencing the Borrower’s compliance with its obligations under any Anti-Corruption Rule, promptly upon request by the Agent as any Finance Party (through the Agent) may reasonably request;

(i)                           promptly upon any change in any accounting principles to the extent any such change impacts the calculation of the Consolidated Total Net Leverage Ratio (an “Accounting Principles Change”), a written explanation detailing: (i) the impact of any Accounting Principles Change on the calculation of the Consolidated Total Net Leverage Ratio and to any financial statements to be delivered pursuant to Clause 19.1 (Financial statements); and (ii) the calculation of the Consolidated Total Net Leverage Ratio immediately prior and immediately following any such Accounting Principles Change taking effect; and

(j)                          at the same time as they are dispatched, copies of all documents dispatched to the Noteholders or to the trustee of the Noteholders, as applicable.

19.5                                 US Patriot Act notification

The Borrower acknowledges that, pursuant to the US Patriot Act, the Lenders are required to obtain, verify and record information that identifies the Borrower, including without limitation the name and address of the Borrower.

19.6                                 Notification of default

The Borrower shall notify the Agent of any Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

19.7                                 Use of websites

(a)                       The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the “Designated Website”) if:

(i)                          the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)                       both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

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(iii)                    the information is in a format previously agreed between the Borrower and the Agent.

(b)                       The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.

(c)                        The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

(i)                          the Designated Website cannot be accessed due to technical failure;

(ii)                       the password specifications for the Designated Website change;

(iii)                    any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)                   any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)                      the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Borrower notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)                       Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Borrower shall comply with any such request within ten (10) Business Days.

19.8                                 “Know your customer” checks

(a)        If:

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

(ii)                       any change in the status of an Obligor (or of a Holding Company of an Obligor) after the date of this Agreement; or

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

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender or sub-participant) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender or sub-participant) in order for

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the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender or sub-participant to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws, regulations and external or internal policy pursuant to the transactions contemplated in the Finance Documents.

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

(c)                        The Borrower shall, by not less than fifteen (15) Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 24 (Changes to the Obligors).

(d)                       Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

20.                                        FINANCIAL COVENANT

20.1                                 Financial condition

(a)                       Subject to paragraph (b) below, the Borrower shall ensure that the Consolidated Total Net Leverage Ratio shall at all times not exceed 3.85:1.

(b)                       Notwithstanding paragraph (a) above, the Consolidated Total Net Leverage Ratio shall be permitted to increase to 4.25:1 during the two (2) consecutive Testing Dates following a Permitted Acquisition (the “Increased Leverage Ratio”). After such two consecutive Testing Dates have elapsed, the applicable maximum Consolidated Total Net Leverage Ratio shall again be 3.85:1.

(c)                        For the purposes of counting and calculating the two Testing Dates mentioned above, if the Acquisition Certificate delivered to the Agent reflects that the Consolidated Total Net Leverage Ratio would exceed 3.85:1 and such Acquisition Certificate is delivered:

(i)                          at least 3 Months prior to the next Testing Date, the date such Acquisition Certificate is delivered to the Agent; or

(ii)                       less than 3 Months prior to the next Testing Date, the Testing Date immediately following delivery of such Acquisition Certificate,

shall count as the first of the two Testing Dates where such ratio may be exceeded.

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20.2                                 Financial testing

Commencing from the fiscal quarter ending 31 March 2019, the financial covenant set out in Clause 20.1 (Financial condition) shall be calculated in accordance with the Applicable Accounting Principles and tested by reference to each of the financial statements delivered pursuant to Clause 19.1 (Financial statements).

20.3                                 Equity Cure

(a)        If:

(i)                          the requirement of the financial covenant contained in Clause 20.1 (Financial condition) is not met in respect of a Testing Period (the “Applicable Period”); and

(ii)                       cash proceeds (the “Equity Cure Amount”) are received by the Borrower pursuant to any New Shareholder Injections after the end of the applicable Testing Period but prior to the end of a period of fifteen (15) Business Days following the date on which the Compliance Certificate for the applicable Testing Period is required to be delivered in accordance with Clause 19.2 (Compliance Certificate),

the Borrower may elect to remedy the failure to comply with the requirements of the financial covenant contained in Clause 20.1 (Financial condition) by reducing the Consolidated Total Net Indebtedness for that Testing Period as if a prepayment and cancellation of the Indebtedness of the Group had been made on the last day of the applicable Testing Period in the amount of the Equity Cure Amount.

(b)                       No Equity Cure Amount may exceed the amount required to remedy the failure to comply with the requirements of the financial covenant contained in Clause 20.1 (Financial condition).

(c)                        No Equity Cure Amount shall be taken into account for the purposes of any calculation, test or other purpose under the Finance Documents, other than in determining compliance with the financial covenant contained in Clause 20.1 (Financial condition) in accordance with this Clause 20.3.

(d)                       The Borrower may not make an election under paragraph (a) above:

(i)                          more than two (2) times over the life of the Facilities; and

(ii)                       in connection with two (2) consecutive Testing Periods.

21.                                        GENERAL UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1                                 Authorisations

The Borrower shall promptly:

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

(b)                       supply certified copies to the Agent of,

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any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

21.2                                 Compliance with laws

The Borrower shall (and shall procure that each Obligor and each Material Subsidiary will) comply in all respects with all laws to which it may be subject, if failure so to comply is reasonably likely to have a Material Adverse Effect or would materially impair its ability to perform its obligations under the Finance Documents.

21.3                                 Negative pledge

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

(a)                       The Borrower shall not (and the Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of the shares issued by it.

(b)                       Except as set out in this Clause 21.3(b), the Borrower shall ensure at all times that the Notes 2018 remain unsecured at least until the latest of the following dates: (i) the Termination Date; or (ii) the date on which all outstanding Loans have been repaid and Commitments terminated.  Furthermore, subject to the terms of this paragraph (b), the Borrower shall not (and the Borrower shall ensure that no other member of the Group will) create or grant any Security to secure the Notes 2018. In the event that any Security is to be granted to secure the Notes 2018, the Borrower shall ensure that the obligations derived for the Obligors from the present Agreement are secured on a pari passu basis with the Notes 2018.

(c)                        The Borrower shall not (and the Borrower shall ensure that no other member of the Group will):

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

(ii)                       sell, transfer or otherwise dispose of any of its receivables on recourse terms;

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

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

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Indebtedness or of financing the acquisition of an asset.

(d)                       Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

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

(ii)                       any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of the Group for the purpose of:

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(A)                              hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or

(B)                              its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only,

excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;

(iii)                    any lien arising by operation of law and in the ordinary course of trading;

(iv)                   any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

(A)                              the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(B)                              the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and

(C)                              the Security or Quasi-Security is removed or discharged within six (6) months of the date of acquisition of such asset;

(v)                      any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, if:

(A)                              the Security or Quasi-Security was not created in contemplation of the acquisition of that company;