Common use of Other documents and evidence Clause in Contracts

Other documents and evidence. (a) The Original Financial Statements of the Parent Guarantor. (b) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder). (c) Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.

Other documents and evidence. (a) The Evidence that any process agent referred to in clause 37.4 (Service of process) has accepted its appointment. (b) A copy the U.S. Facility Agreement. (c) A copy of a good standing certificate (including verification of tax status) with respect to the Borrower, issued as of a recent date by the Secretary of State or other appropriate official of: (i) the Borrower’s jurisdiction of incorporation or organisation; and (ii) the jurisdiction of the Borrower’s registered place of business. (d) A copy, certified a true copy by an Authorised Signatory of the Borrower of: (i) the Original Financial Statements of the Parent GuarantorBorrower; and (ii) a breakdown of Accumulated Other Comprehensive Income or Accumulated Other Comprehensive Loss of the Borrower, as applicable, for the fiscal quarter ended 30 September 2010 together with the necessary adjustments to exclude FX and cash flow hedging elements. (be) Evidence that the Account Party is authorised to underwrite business at Lloyd’s. (f) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 clauses 17 (Fees) and Clause 16 18 (Costs and expensesExpenses) have been paid or will be paid when due from by the first Utilisation Date. (g) Evidence that on or prior to the first Utilisation Date (i) all actual or contingent liabilities and obligations of the Borrower including reimbursement under the Existing Facility have been or will be irrevocably discharged in full, (ii) all commitments thereunder have been or will be irrevocably cancelled and (iii) all letters of credit issued thereunder have been or will be cancelled and returned to the issuing bank. (h) A certificate of the Chief Financial Officer of the Borrower stating that it is and would be Solvent after complying with its obligations with respect to Letters of Credit set out in clause 5 (Borrower’s Liabilities in relation to Letters of Credit) and the payment of all reasonable out-of-pocket expenses (including reasonable fees, charges estimated legal and disbursements of counsel other fees related to this Agreement and the Agent required to be reimbursed or paid by the Borrower hereunder). (c) Any and all information and documents required and requested in advance by each consummation of the Finance Parties for its other transactions contemplated by this Agreement. For purposes of such certificate, “know-your-customerSolvent” requirements means with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction Borrower on any date of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurreddetermination that: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.

Other documents and evidence. 1. A copy of a certificate of the Borrower (affixed with the Borrower’s registered corporate seal (법인인감 in Korean)): (a) The Original Financial Statements confirming that the obligations of the Parent Guarantor.parties to the Securities Purchase Agreement to effect the Acquisition have, or will on or prior to the Acquisition Closing Date, become unconditional (other than payment of the purchase price thereunder and obligations and conditions that by their terms are to be satisfied on the Acquisition Closing Date); (b) confirming that the terms of the Securities Purchase Agreement have not been amended or waived in a manner which would be materially adverse to the interests of the Lender under the Finance Documents (taken as a whole) (other than any amendment or waiver made with the prior consent of the Lender); (c) confirming that it has or will have sufficient funds, together with the proceeds of the Loan, to pay the Acquisition Price in full; (d) providing a list of all Material Subsidiaries of the Borrower as at the date of this Agreement; (e) confirming that the KEXIM Facility Agreement or any agreement or document in connection with the KEXIM Facility Agreement do not contain terms in respect of the provisions of Security Interests, maturity date, events of default and mandatory prepayments (in each case, howsoever described) more favourable than the terms provided to the Lender pursuant to the Finance Documents; and (f) certifying that each copy document provided under section D of Schedule 1 is true, correct, complete and, as relevant, in full force and effect. 2. A copy of the Securities Purchase Agreement. 3. A copy of the Borrower’s Original Financial Statements. 4. Evidence that the fees, costs all fees and expenses then due and payable from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) under this Agreement have been paid or will be paid when due from by the Utilisation Date. 5. Evidence that the agent under the Finance Documents for service of process in England and Wales has accepted its appointment. From: SK Ecoplant Co., Ltd. as Borrower including reimbursement or payment of all reasonable out-of-pocket expenses To: [BNP Paribas] as Original Lender Dated: [ ] Dear Sirs dated 12 December 2021 (including reasonable fees, charges and disbursements of counsel the Agreement) 1. We refer to the Agent Agreement. This is a Request. 2. Interest Periods defined in the Agreement shall have the same meaning in this Request unless given a different meaning in this Request. 3. We wish to borrow the Loan on the following terms: Utilisation Date: [ ] Amount: USD [ ] 4. The proceeds of this Loan should be credited to the following account of the [▇▇▇▇▇▇▇▇]: Account Name: [ ] Account Number: [ ] Account Bank: [ ] Other required information: [ ] 5. The proceeds of this Loan will be used to finance the Acquisition Price. 6. This Request is irrevocable. 7. We confirm that each condition specified in clause 3.2 (Further conditions precedent) of the Agreement is satisfied or will be reimbursed or paid satisfied on the Utilisation Date. 8. We undertake to supply you with such additional information and documentation in our possession, and such clarification – to our knowledge, as you advise us is reasonably necessary in connection with the K-SURE Insurance Policy and we agree we will not hold you responsible for any delay in meeting this request for the Loan occasioned by you making such request for information. 9. This Request is governed by and construed in accordance with English law. Yours faithfully …………………………………… Authorised signatory for SK Ecoplant Co., Ltd. To: [LENDER] as Lender From: SK Ecoplant Co., Ltd. as Borrower Date: [ ] 1. We refer to the Borrower hereunder)Agreement. This is a Compliance Certificate. 2. We confirm that [no Default is continuing]/[the following Default[s] [is/are] continuing and the following steps are being taken to remedy [it/them]: [ ]. 3. We confirm that: (a) Our Gearing Ratio is [●]:1; (b) [Our Interest Cover Ratio is [●]:1]; and (c) Any and all information and documents required and requested in advance by each [Our Shareholder Equity is [●].] A detailed calculation of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that above mentioned ratios is a party to the Finance Documents to the reasonable satisfaction of such Finance Partyattached hereto. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred4. The current Material Subsidiaries are: (ia) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date[●]; (iib) the Lenders shall have approved to their satisfaction the form of Intercompany Lease;[●]; and (iiic) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power[●].

Other documents and evidence. (a) The Evidence that any process agent referred to in Clause 37.4 (Service of process) has accepted its appointment. (b) A copy the U.S. Facility Agreement. (c) A copy of a good standing certificate (including verification of tax status) with respect to the Borrower, issued as of a recent date by the Secretary of State or other appropriate official of: (i) the Borrower’s jurisdiction of incorporation or organisation; and (ii) the jurisdiction of the Borrower’s registered place of business. (d) A copy, certified a true copy by an Authorised Signatory of the Borrower of: (i) the Original Financial Statements of the Parent GuarantorBorrower; and (ii) a breakdown of Accumulated Other Comprehensive Income or Accumulated Other Comprehensive Loss of the Borrower, as applicable, for the fiscal quarter ended 30 September 2010 together with the necessary adjustments to exclude FX and cash flow hedging elements. (be) Evidence that the Account Party is authorised to underwrite business at Lloyd’s. (f) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 Clauses 17 (Fees) and Clause 16 18 (Costs and expensesExpenses) have been paid or will be paid when due from by the first Utilisation Date. (g) Evidence that on or prior to the first Utilisation Date (i) all actual or contingent liabilities and obligations of the Borrower including reimbursement under the Existing Facility have been or will be irrevocably discharged in full, (ii) all commitments thereunder have been or will be irrevocably cancelled and (iii) all letters of credit issued thereunder have been or will be cancelled and returned to the issuing bank. (h) A certificate of the Chief Financial Officer of the Borrower stating that it is and would be Solvent after complying with its obligations with respect to Letters of Credit set out in Clause 5 (Borrower’s Liabilities in relation to Letters of Credit) and the payment of all reasonable out-of-pocket expenses (including reasonable fees, charges estimated legal and disbursements of counsel other fees related to this Agreement and the Agent required to be reimbursed or paid by the Borrower hereunder). (c) Any and all information and documents required and requested in advance by each consummation of the Finance Parties for its other transactions contemplated by this Agreement. For purposes of such certificate, “know-your-customerSolvent” requirements means with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction Borrower on any date of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurreddetermination that: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.

Other documents and evidence. (a) The Original Financial Statements of the Parent Guarantor. (b) 2.1 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expensesExpenses) have been paid or will be paid when due by the first Utilisation Date. 2.2 Either (i) confirmation from the Borrower including reimbursement that no event of default has occurred and is continuing under the Existing Facility Agreement or payment will result from the entry into or Utilisation of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed this Agreement or paid by the Borrower hereunder). (c) Any and all information and documents required and requested in advance by each closing of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; Acquisition; or (ii) confirmation from the Lenders shall Borrower that all amounts outstanding under the Existing Facility Agreement have approved been or will be repaid, and all commitments made available thereunder have been or will be cancelled in full, in each case, not later than date of first Utilisation under this Agreement. PART 1 : UTILISATION REQUEST 1. We refer to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter Facilities Agreement. This is a Utilisation Request. Terms defined in the form agreed duly executed by all parties thereto;Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: · (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A] / [Facility B] Currency of Loan: USD Amount: [•] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 4.2 (Utilisations during the Certain Funds Period) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it Facilities Agreement is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence satisfied on the due execution by the Department date of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant this Utilisation Request. 4. The proceeds of this Loan should be credited to its public law power[account]. 5. This Utilisation Request is irrevocable. Yours faithfully authorised signatory for authorised signatory for Rentokil Initial plc as Borrower Rentokil Initial plc as Borrower

Other documents and evidence. (a) The Original Financial Statements of the Parent GuarantorGroup Structure Chart. (b) The Financial Model. (c) The Ratings Presentation. (d) The Investor Presentation. (e) The Approved List. (f) The Offering Memorandum. (g) The Steps Paper, in a form agreed upon by the Company and the Agent. (h) A copy of the Original Financial Statements. (i) The Funds Flow Statement in a form agreed by the Company and the Agent setting out the proposed movement of funds on or around the Closing Date. (j) Copies certified as true, complete and up-to-date of each of the Senior Secured Notes Documents to be entered into on or prior to the first Utilisation Date executed by the parties to those documents to the extent not previously delivered (which shall not be required to be in form and substance satisfactory to the Agent). (k) A certificate of the Company (signed by a director) certifying that: (i) the list of Material Companies of the Group set out in Schedule 11 (Material Companies) is correct, complete and up-to-date, as at the Closing Date; (ii) the Coverage Test has been complied with as at the Closing Date; and (iii) the full amount of the Senior Secured Notes (being an aggregate principal amount of not less than USD 325,000,000) has been advanced or will simultaneously with the first Utilisation under this Agreement be applied as shown in the Funds Flow. (l) Evidence that the fees, costs and expenses then due and payable from the Borrower Company pursuant to Clause 11 Clauses 15 (Fees), 16.7 (Stamp taxes) and Clause 16 20 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement on or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)Closing Date. (cm) Any and all information and documents required and requested Evidence that any process agent referred to in advance by each Clause 44.2 (Service of process) or clause 29.2 (Service of process) of the Finance Parties for Intercreditor Agreement, if not an Original Obligor, has accepted its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Partyappointment. (dn) At least one Other than Permitted Lien and Permitted Debt as defined in Schedule 15 (1Incurrence Covenants Schedule) Business Day prior to the service (not including paragraph (f) of the Utilisation Request definition of Permitted Lien and paragraph (b) of the following shall have occurreddefinition of Permitted Debt), evidence that all existing guarantees and Security of the Group will be discharged on or by the Closing Date, including: (i) notice of prepayment and cancellation providing for the prepayment of all outstanding amounts under the Existing Facilities (including all fees, costs and expenses payable thereunder), other than any Existing Facilities which are Existing Ancillary Facilities and which are intended by the parties shall have agreed to form Ancillary Facilities for the purposes of this Agreement, on or before the forms of Closing Date executed by the parties thereto; and (ii) pay-off and security release (including all Finance Documents relevant local law release) documents and any notifications, filings or registrations required to be executed on made in connection with the Utilisation Datereleases. (o) A letter from the Company specifying the Mandatory Prepayment Account including details of such account name, account number and the name and address of the bank where such account is held. (p) A copy of the constitutional documents of the British International School Bratislava s.r.o. (the “Slovak Company”). (q) A copy of the resolution of the sole shareholder of the Slovak Company: (i) approving the effective division of the existing shareholding interest of Nord Anglia Education Limited in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the Slovak Company’s registered capital in the amount of EUR 6,639 to two separate shareholding interests, one of which shall be transferred to NA Schools Limited; (ii) amending the Lenders shall have approved Foundation Deed of the Slovak Company so as to their satisfaction allow the form transfer of Intercompany Lease;part of the shareholding interest vested in the Slovak Company to NA Schools Limited and to allow establishment of a pledge over the shareholding interest vested in the Slovak Company in favour of the Security Agent; and (iii) amending the Lenders articles of association of the Slovak Company to delete the requirements under articles 4.2 and 4.3 of the articles of association. (r) A copy of an up-to-date extract from the commercial register for the Slovak Company not older than three months at the time of submission. (s) Directors’ Certificate of the executives of the Slovak Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or its counselsuperseded as at a date no earlier than the date of the Agreement. (t) shall Confirmation issued by the District Court Bratislava I evidencing that no bankruptcy proceedings, bankruptcy, restructuring proceedings or restructuring have received been applied for or commenced in relation to the followingSlovak Company or terminated due to insufficient assets of the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement. (u) Confirmation issued by the District Court Bratislava I evidencing that no liquidation has been commenced in relation to the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement. (v) Evidence of submission of an application to the relevant court maintaining the commercial registry upon which the security established over the ownership interest of Nord Anglia Education Limited in the Slovak Company will be registered. (w) A copy of a per-rollam resolution of the shareholders of the Slovak Company: (Ai) approving the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directorsterms of, and authorizationsthe transactions contemplated by, authorizing the execution Transaction Documents to which it is a party and delivery of resolving that it execute, deliver and perform the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee Transaction Documents to which it is a party; (Cii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the extent not delivered Finance Documents to which it is a party; and (x) A copy of an agreement on transfer of shareholding interest in the Slovak Company evidencing the effective transfer of the sole shareholder’s shareholding interest in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the registered capital of the Slovak Company in the amount of EUR 750 onto NA Schools Limited, which represent 11.30 per cent of the total registered capital of the Slovak Company and evidence of its delivery to the Slovak Company. (y) An evidence of submission of a complete application to the relevant commercial registry upon which the corporate change under paragraph (Bx) above, certified copies of the articles or above will be registered. (z) A certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State in respect of the jurisdiction of organization Parent. (aa) A copy of the Parent Guarantorconstitutional documents of the English International School of Prague, s.r.o. (the “Czech Company”). (bb) A copy of a resolution of the board of the Czech Company: (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party; (Dii) satisfactory authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (cc) A certificate of an authorised signatory of the Czech Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Agreement. (dd) The extract from the register of entrepreneurs (rejestr przedsiebiorców) of the National Court Register relating to The British School Sp. z o.o. (ee) Certifications and extracts from the pledges register confirming the assets subject to the Transaction Security Documents governed by Polish law are not encumbered with any registered pledges, except for the registered pledges constituting Permitted Security and established under the Transaction Security Documents governed by Polish law. (ff) Extracts from the register of treasury pledges issued not later than 10 Business Days before the date of the Agreement confirming that the assets subject to the Transaction Security Documents governed by the Polish law are not encumbered with any treasury pledges. (gg) A certified copy of the certificate from the competent tax office for the registered office of The British School Sp. z o.o. confirming that there are no outstanding taxes due from each Borrower issued no more than 10 (ten) Business Days prior to the date of the Utilisation Request. (hh) A certified copy of the certificate from the Polish social security office for the registered office of The British School Sp. z o.o. confirming that there are no outstanding social security premiums due from The British School Sp. z o.o. issued no more than 10 (ten) Business Days prior to the date of the Utilisation Request. (ii) Duly completed and paid applications for the registration of the registered pledges established under the Transaction Security Documents governed by Polish law. (jj) Appointment letter to appoint a sub-security agent residing in an EU or OECD country, stating that for the purposes of the Hungarian security interests, the parallel debt claims are held by the sub-security agent. (kk) Consent of general meeting of English International School Prague, s.r.o. to the creation of the pledges over its shares. (ll) Apostilled excerpt from the commercial register of the Citicorp International Limited and related power of attorney. (mm) Apostilled copy of the certificate of incorporation or equivalent relating to NA Schools Limited. (nn) Apostilled copy of the certificate of incorporation or equivalent relating to Nord International Schools Limited. (oo) Form A to evidence registration of Malaysian guarantee with Foreign Exchange Controller of Malaysia within 7 Business Days before issuance. (pp) Lodgement of Form 34 (as prescribed in Companies Act, 1965 of Malaysia) at Companies Commission of Malaysia. (qq) A copy of a resolution signed by all the holders of the issued shares in NAE Hong Kong Limited, approving the amendment to the articles of association to remove any restrictions on the due execution transfer of shares. (rr) A copy of a resolution signed by all the Department holders of the UKSAR2G Contract and issued shares in the Assurance Letter and Company, approving the entry into amendment to the UKSAR2G Contract and articles of association to remove any restrictions on the Assurance Letter pursuant to its public law powertransfer of shares.

Other documents and evidence. (a) Evidence that the Initial Ivorian Field Licences, including in relation to the Block CI-40 licence, are reasonably likely to be extended. (b) Confirmation from each Finance Party that it has completed all money laundering rules and regulations, “know your customer” and similar checks, including the PATRIOT Act, that it is required to carry out in relation to the Parent and each other Original Obligor, in each case at least five days prior to the date of the initial Utilisation Request, to the extent such rules, regulations and checks were requested at least ten (10) days prior to the date of the initial Utilisation Request. (c) Evidence that each Original Obligor and each Security Grantor has appointed its process agent for the purposes of the English law Finance Documents to which it is or shall become a party. (d) Each of an insurance broker letter of undertaking (issued by CAC Speciality) and reinsurance broker letter of undertaking (issued by CAC Speciality), in each case, in relation to the Borrowing Base Assets. (e) All fees, costs and expenses (including legal fees) payable by the Original Obligors and/or the Security Grantor under the Finance Documents as at the Closing Date have been paid or will be paid simultaneously with the proceeds of the first Utilisation. (f) Evidence that all Project Accounts that are required to be maintained in accordance with this Agreement have been opened with the relevant Account Banks. (g) The Original Financial Statements of the Parent Guarantorand each Relevant VAALCO Entity. (bh) Evidence that Any other document relating to a Security Grantor or any Original Obligor confirmed by or on behalf of the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel Agent to the Obligors’ Agent as being required by any legal counsel for the purposes of any legal opinion referred to be reimbursed or paid by the Borrower hereunder)in paragraph 6 below. (ci) Any A copy of any other Authorisation or other document, opinion or assurance which the Lenders consider to be necessary in connection with (i) the entry by the Original Obligors and all information Security Grantors into, and documents required performance by the Original Obligors and requested in advance the Security Grantors of, the transactions contemplated by each of the Finance Parties Documents; (ii) the grant by the Original Obligors or any Security Grantor of Security over its assets; or (iii) for its “know-your-customer” requirements with respect to each Obligor that is a party to the validity and enforceability of any Finance Documents to the reasonable satisfaction of such Finance PartyDocument. (dj) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurredEvidence that: (i) the parties shall have agreed on Existing Facility Agreement has been or will be simultaneously with the forms of all Finance Documents to be executed on the first Utilisation Datefully prepaid and cancelled; (ii) all Existing Security granted pursuant to the Lenders shall have approved to their satisfaction Existing Facility Agreement has been or will be, simultaneously with the form of Intercompany Lease;first Utilisation irrevocably and unconditionally released; and (iii) the Lenders (Etame Field Trustee and Paying Agent Agreement has been or its counsel) shall have received will be simultaneously with the following:first Utilisation fully terminated and cancelled. (Ak) Evidence that VAALCO CDI has notified the Assurance Letter Minister of Mines, Petroleum and Energy of Côte d’Ivoire of its understanding that VAALCO CDI continues to hold the respective VAALCO interests in the form agreed duly executed by all parties thereto;Initial Ivorian Field Licences, and no dispute or request for clarification has been received in connection with such notification. (Bl) A copy of the certificate of incumbency issued by the Secretary or Assistant Secretary Registered Agent for each of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors(i) VAALCO Egypt, (ii) VAALCO West Gharib Inc., (iii) VAALCO West ▇▇▇▇ Inc., and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party;(iv) VAALCO ▇▇ ▇▇▇▇▇▇ Inc. (Cm) to the extent not delivered under paragraph (B) above, certified copies of the articles or A certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existenceissued by the Financial Services Commission for each of (i) VAALCO Egypt, as may be available from the Secretary of State (ii) VAALCO West Gharib Inc., (iii) VAALCO West ▇▇▇▇ Inc., and (iv) VAALCO ▇▇ ▇▇▇▇▇▇ Inc. (n) A certified true copy of the jurisdiction statutory registers for each of organization (i) VAALCO Egypt, (ii) VAALCO West Gharib Inc., (iii) VAALCO West ▇▇▇▇ Inc., and (iv) VAALCO ▇▇ ▇▇▇▇▇▇ Inc. (o) A copy of each letter entered into between the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powera Designated Lender.

Other documents and evidence. (a) Evidence that any agent for service of process referred to in Clause 36.2 (Service of process) has accepted its appointment. (b) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (c) The Original Financial Statements of the Parent GuarantorStatements. (bd) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the Utilisation Date. (e) A Participation Agreement duly executed by the Original Lender and ABN AMRO Bank N.V., Jakarta Branch. (f) A confirmation from the Supplier confirming that the Commercial Contract has been duly executed. To: [Facility Agent] (on behalf of FEC) Copy to: Supplier [Date] Dear Sirs 1. We refer to Clause 5 (Utilisation) of the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement shall have the same meanings when due used in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow the Loan to reimburse to us amounts paid to the Supplier with the following specifications: (a) Proposed Utilisation Date: [ ]; and (b) Amount paid to us (in reimbursement of amounts paid to the Supplier): US$[ ]. 3. We hereby confirm that the amount requested in this Utilisation Request does not exceed the Total Commitments and represents an amount applied in partial payment of the Commercial Contract relating to (b) above in respect of which the Loan is to be made. 4. We hereby instruct you to pay the proceeds of the Loan to us, and we enclose herewith a specification on the eligible amount for financing agreed with the Supplier. Payment details: PT Indosat Tbk Deutsche Bank AG Jakarta ▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SWIFT Code: ▇▇▇▇▇▇▇▇ A/C # ▇▇-▇▇▇▇▇-▇▇▇ Intermediary Bank: Bankers Trust Company, New York SWIFT Code: ▇▇▇▇▇▇▇▇ 5. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. Yours faithfully authorised signatory PT Indosat Tbk To: [Facility Agent] Date: [ ] Serial Number: In this Certificate, “Contract” means the purchase orders issued by PT Indosat Tbk to Nokia Corporation and PT Nokia Networks (the “Supplier”) between 25 March 2004 and 19 August 2004 (to which the Interest Equalisation Offers relate) relating to the purchase of GSM network equipment and related services. We refer to the Utilisation Request dated , a copy of which has been made available to us. We understand PT Indosat Tbk (the “Borrower”) has requested a disbursement (the “Disbursement”) of the Loan under the Agreement to be paid to the Borrower (in reimbursement of amounts paid to the Supplier) for the payment of [amounts] as specified in the attachment to such Utilisation Request, and we give this Certificate in connection with the Borrower’s requested Disbursement. We represent and warrant that: 1. The above Contract is in full force and effect, has not been terminated and we have not taken any action intended to lead to a termination by us of the Contract; 2. The amount claimed by the Borrower for disbursement pursuant to the Utilisation Request dated [ ] to which this Certificate relates, does not include any amount for which we have received a disbursement out of the proceeds of a Disbursement or for which the Borrower has previously received a reimbursement under any document of which we have notice; 3. We have received from the Borrower including reimbursement or payment 100% of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel the amounts specified in the enclosure to the Utilisation Request (which has been agreed with FEC prior to the date of the Facility Agreement); and 4. All information given by us to Finnish Export Credit Ltd in connection with the Contract is true and correct as at the date presented. Signed For and on behalf of Nokia Corporation Authorised Signatory FORM OF TRANSFER CERTIFICATE To: [ ] as Facility Agent required From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated: dated [ ] 2006 (the “Agreement”) 1. We refer to be reimbursed the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2. We refer to Clause 22.5 (Procedure for transfer): (a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or paid by part of the Borrower hereunderExisting Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 22.5 (Procedure for transfer). (b) The proposed Transfer Date is [ ]. (c) Any The Facility Office and all information address, fax number and documents required and requested in advance by each attention details for notices of the Finance Parties New Lender for its the purposes of Clause 29.2 (Addresses) are set out in the Schedule. 3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders). 4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate. 5. This Transfer Certificate is governed by English law. [insert relevant details] [Facility Office address, fax number and attention details for notices and account details for payments,] [Existing Lender] [New Lender] By: By: This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [ ]. [Facility Agent] By: FORM OF COMPLIANCE CERTIFICATE To: [ ] as Facility Agent From: PT Indosat Tbk Dated: Dear Sirs dated [ ] 2006 (the “know-your-customer” requirements with respect Agreement”) 1. We refer to each Obligor that the Agreement. This is a party to Compliance Certificate. Terms defined in the Finance Documents to Agreement have the reasonable satisfaction of such Finance Partysame meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate. (d) At least one (1) Business Day prior to 2. We confirm that: [Insert details of financial covenants and whether the service of the Utilisation Request the following shall have occurred:Borrower is in compliance with those covenants.] (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it 3. [We confirm that no Default is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powercontinuing.]

Other documents and evidence. (a) The Original Financial Statements of the Parent GuarantorParent. (b) The Group Structure Chart. (c) Information Package. (d) Environmental Disclosure Schedule. (e) Evidence that upon the date that the first Loan is made: (i) all Financial Indebtedness arising under or in connection with the Original Facilities Agreement will be immediately repaid in full and all commitments under the Original Facilities Agreement cancelled; and (ii) all of the existing Security relating to the Original Facilities Agreement will be immediately released and the relevant reassignments have been made. (f) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 12 (Fees) and Clause 16 17 (Costs and expensesExpenses) have been paid or will be paid when due from paid. (g) A certificate of solvency signed by the Borrower including reimbursement or payment chief financial officer of all reasonable out-of-pocket expenses each Original Obligor incorporated in the U.S. (including reasonable fees, charges h) Evidence that the Original Guarantors satisfy the requirements of paragraph (b) of Clause 22.23 (Guarantors and disbursements of counsel Security) (by reference to the Agent required to be reimbursed or paid by EBITDA and gross asset analysis based on the Borrower hereunderQ3 forecast used in the Information Package). (i) A certificate, signed by Management, confirming that the ratio of Total Net Debt on the last day of the financial quarter ending September 2008 to EBITDA for the twelve month period ending on the last day of the financial quarter ending September 2008 was not more than 1.0:1.0 for the twelve month period ending on the last day of the financial quarter ending September 2008. (j) Documentation and other evidence as is reasonably requested by the Agent or the Lenders in order for the Agent and the Lenders to carry out and be satisfied with the results of all necessary “know your customer” or other checks on each Obligor pursuant to the transactions contemplated in the Finance Documents. 1. An Accession Letter, duly executed by the Additional Obligor and the Parent. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; (b) authorising a specified person or persons to execute the Accession Letter on its behalf; and (c) Any authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. Where the Agent’s relevant counsel deems such to be either necessary or desirable either in place of or in addition to the resolution referred to in paragraph (b) above, a certificate or extract from a public commercial registry or other evidence setting out the names and signatures of the persons authorised to sign, on behalf of the Additional Obligor, each Finance Document to which such company is or is to be a party and any documents to be delivered by such company pursuant to any of the Finance Documents. 6. Where the Agent’s relevant counsel deems such to be either necessary or desirable, either a copy of a resolution signed by all information the holders of the issued shares in such company or a resolution of the supervisory board, work council or equivalent supervisory body of the Additional Obligor, approving the terms of, and documents required the transactions contemplated by, the Finance Documents to which that company is a party. 7. A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 8. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and requested in advance full force and effect as at a date no earlier than the date of the Accession Letter. 9. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by each the Accession Letter or for the validity and enforceability of any Finance Document. 10. If available, the latest audited financial statements of the Additional Obligor. 11. A legal opinion of the legal advisers to the Arranger and the Agent in England. 12. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated. 13. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 41.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. 14. If the Additional Obligor is acceding to this Agreement prior to the Security Release Date, such Security Document(s) executed by the Additional Obligor in favour of the Security Agent for the benefit of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to (or, if applicable, directly in favour of the Finance Documents to Parties) as the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following Agent shall have occurred: required in accordance with the provisions of Clause 22.23 (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching Guarantors and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerSecurity).

Other documents and evidence. (a) The Original Financial Statements of Evidence that the Parent Guarantorprocess agent referred to in Clause 33.2 (Recourse to courts) has accepted its appointment. (b) A copy of any other Authorisation or other document, opinion or assurance which the Lender consider to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (c) The Financial Statements. (d) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 10 (Fees) and Clause 16 15 (Costs and expensesExpenses) have been paid or will be paid when due from by the first Utilisation Date. (e) A copy of the deal passport of the Borrower including reimbursement or payment (in the form established by Instruction No. 117-I of the Central Bank of the Russian Federation dated 15 June 2004) accepted and duly certified by a Russian authorised bank and copies of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid other documents submitted by the Borrower hereunderto the Russian authorised bank in accordance with applicable Russian currency control regulations, as the Lender may reasonably require (or written confirmation from ING Bank (Eurasia) ZAO that all documents required to obtain such deal passport have been duly submitted to it by or on behalf of the Borrower). (cf) Any Such other documents or evidence which the Lender may reasonably require. From: Mobile TeleSystems Open Joint Stock Company To: European Bank for Reconstruction and all information and documents required and requested Development Dated: Dear Sirs 1 We refer to the Agreement. This is a Utilisation Request. Terms defined in advance by the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] or, if that is not a Business Day, the next Business Day Amount: [ ] or, if less, the Available Commitment 3 We confirm that each condition specified in Clause 4.4 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4 The proceeds of this Loan should be credited to [specify bank account of the Finance Parties Borrower]. 5 This Utilisation Request is irrevocable. Mobile TeleSystems Open Joint Stock Company By: By: Name: Name: Title: Title: Chief Accountant To: European Bank for its “know-your-customer” requirements with respect Reconstruction and Development From: Mobile TeleSystems Open Joint Stock Company Dated: Dear Sirs We refer to each Obligor that the Agreement. This is a party to Compliance Certificate. Terms defined in the Finance Documents to Agreement have the reasonable satisfaction of such Finance Partysame meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it 1 [ We confirm that no Default is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powercontinuing.]*

Other documents and evidence. (a) The Evidence that any process agent referred to in Clause 38.4 (Service of process) has accepted its appointment. (b) A copy the U.S. Facility Agreement. (c) A copy of a good standing certificate (including verification of tax status) with respect to the Borrower, issued as of a recent date by the Secretary of State or other appropriate official of: (i) the Borrower’s jurisdiction of incorporation or organisation; and (ii) the jurisdiction of the Borrower’s registered place of business. (d) A copy, certified a true copy by an Authorised Signatory of the Borrower of the Original Financial Statements of the Parent GuarantorBorrower. (be) Evidence that the Account Party is authorised to underwrite business at Lloyd’s. (f) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 Clauses 18 (Fees) and Clause 16 19 (Costs and expensesExpenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)first Utilisation Date. (cg) Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor Evidence that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day on or prior to the service of the first Utilisation Request the following shall have occurred: Date (i) all actual or contingent liabilities and obligations of the parties shall Borrower under the Existing L/C Facilities have agreed on the forms of all Finance Documents to been or will be executed on the Utilisation Date; irrevocably discharged in full, (ii) the Lenders shall all commitments thereunder have approved to their satisfaction the form of Intercompany Lease; been or will be irrevocably cancelled and (iii) all letters of credit issued thereunder have been or will be cancelled and returned to the issuing bank. From: HCC Insurance Holdings, Inc. To: The Royal Bank of Scotland plc as Agent Dated: Dear Sirs, 1. We refer to the agreement (the “Credit Agreement”) dated [•] November 2009 (as amended, restated and supplemented from time to time) and made between HCC Insurance Holdings, Inc. as Borrower, The Royal Bank of Scotland plc and Barclays Bank PLC as Arranger, The Royal Bank of Scotland plc as Agent, The Royal Bank of Scotland plc as Trustee and the Lenders (or its counsel) specified therein. 2. Terms defined in the Credit Agreement shall have received the following:same meaning in this utilisation request. (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it 3. This utilisation request is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerirrevocable.

Other documents and evidence. 6.1 A valuation of each Ship, addressed to the Lender, stated to be for the purposes of this Agreement and dated not earlier than ten (a10) The days before the Utilisation Date for the Advance under the Tranche relating to each respective Ship from an Approved Valuer. 6.2 Evidence that any process agent referred to in Clause 46.2 (Service of process), if not an Obligor, has accepted its appointment. 6.3 A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document. 6.4 Copies of the Original Financial Statements of the Parent Guarantoreach Obligor. (b) 6.5 Copies of any mandates or other documents required in connection with the opening or operation of the Accounts. 6.6 Evidence that the fees, costs and expenses then due from the Borrower Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and expensesExpenses) have been paid or will be paid when due from by the Borrower including reimbursement first Utilisation Date. 6.7 Such evidence as the Lender may require evidencing that the Ships are insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of Insurances have been complied with. 6.8 Such evidence as the Lender may require to be able to satisfy its “know your customer” or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel similar identification procedures in relation to the Agent required to be reimbursed or paid transactions contemplated by the Borrower hereunder). (c) Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurredDocuments, including, without limitation: (ia) the parties shall have agreed on the forms full disclosure of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate structure and ownership of the Secretary or Assistant Secretary of the Parent Guarantor attaching Borrowers and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (Db) satisfactory evidence the identity of the ultimate owner(s) shall be proven via acceptable documentation and the Lender shall receive certified copies of documents of identification to include address regarding the ultimate owner(s) – for example passport(s); (c) signatures on this Agreement and the other Finance Documents shall be verified and the signatories’ identity including address and civil registration number if any shall be documented via passports or other acceptable documentation; and (d) such other documentation and information as the Lender deems necessary and/or advisable in order to comply with any law and/or regulation regarding money laundering and/or the financing of terrorist activities (including, without limitation, such documentation and information as the Lender deem necessary and/or advisable in order to comply with customer due execution diligence measures for purposes of AML/CTF checks as required by the Department Danish Act on Measures to Prevent Money Laundering and Financing of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.Terrorism). CONDITIONS PRECEDENT TO UTILISATION In this Part B of Schedule 2 (Conditions Precedent):

Other documents and evidence. (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Principal Guarantor accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (b) The Original Financial Statements of the Parent Guarantoreach Obligor. (bc) Evidence that the fees, costs and expenses then due from the Borrower Principal Guarantor pursuant to Clause 11 12 (Fees) and Clause 16 17 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder). (c) Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Partyfirst Utilisation Date. (d) At least one (1) Business Day prior A copy of an agreement signed by each of the Obligors and each other party to the service MFA cancelling each of the facilities regulated by the MFA and releasing all security granted by any member of the Group in respect of facilities regulated by the MFA. (e) A completed signed Utilisation Request relating to the following shall have occurred:First Utilisation containing irrevocable transfer orders in order to repay all borrowings under the facilities regulated by the MFA. (f) A Borrowing Base Certificate as at a date no earlier than 30 days before the proposed date of the First Utilisation. (g) The Principal Guarantor having issued the Bonds and confirmation by the Principal Guarantor that the existing bonds issued by the Principal Guarantor and SCTCI will be prepaid no later than 3 May 2004. (h) Written confirmation from each of Dresdner Bank AG, Fortis Bank S.A./N.V., Standard Chartered Bank, Deutsche Bank AG in Hamburg and ING BHF-Bank AG that it has in place with the Borrowers arrangements satisfactory to it in relation to bonds, guarantees or similar contingent obligations issued by it in its capacity as a lender under the MFA. (i) a notarised form of this Agreement or a document incorporating the jurisdiction clause from this Agreement duly executed on behalf of all parties shall to this Agreement such that this Agreement constitutes a public document for the purposes of Liechtenstein law. SCHEDULE 3 UTILISATION REQUEST From: [Borrower] To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have agreed the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the forms following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Currency of Loan: [dollars]/[euros] Amount: [ ] or, if less, the Available Facility Interest Period: [ ] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. This Utilisation Request is irrevocable. [name of relevant Borrower] SCHEDULE 4 MANDATORY COST FORMULAE 1. The Mandatory Cost is an addition to the interest rate to compensate the Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other Governmental Authority which replaces all Finance Documents or any of its functions); or (b) the requirements of the European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender in accordance with the following provisions of this Schedule. The Mandatory Cost will be the rate calculated by the Agent to be executed on the Utilisation Date;weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loans) and will be expressed as a percentage rate per annum. 3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (iiexpressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the Lenders shall have approved to their satisfaction minimum reserve requirements of the form European Central Bank in respect of Intercompany Lease;loans made from that Facility Office. (iii) 4. The Additional Cost Rate for any Lender lending from a Facility Office in the Lenders (or its counsel) shall have received United Kingdom will be calculated by the followingAgent as the per cent. per annum rate resulting from the application of the formulae: (Aa) the Assurance Letter in the form agreed duly executed by all parties thereto;for Sterling Loans: AB + C(B - D) + E x 0.01 100 - (A + C) (Bb) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.for Loans in any other currency: E x 0.01 300 where:

Other documents and evidence. (a) The Original Financial Statements of Evidence that any process agent referred to in the Parent GuarantorFinance Documents has accepted its appointment. (b) Evidence that A copy of any other Authorisation or other document, opinion or assurance which any Lender considers to be necessary in connection with the entry into and performance of the transactions contemplated by any Restructuring Document or for the validity or enforceability of any Restructuring Document. (c) Payment of all fees, costs and expenses then of the Finance Parties associated with the negotiation, preparation, due from diligence, documentation, administration and closing of the Borrower pursuant Restructuring Documents and the transactions contemplated therein, including payment: (i) in cash of the Effective Date Fee Payment, (ii) in cash of the COFACE Additional Insurance Premium due and payable at the Effective Date; and (iii) all fees and expenses of the Finance Parties and their professional advisors, including, without limitation, any completion fees payable to Clause 11 FTI Consulting, Inc. as approved by the Lenders and any other fees, costs and expenses of White & Case LLP and FTI Consulting, Inc. (Feesd) Evidence of the restructuring of the vendor financing agreements (including, amongst others, the H▇▇▇▇▇ and Clause 16 Ericsson vendor financings) in terms satisfactory to the Lenders. (Costs and expensese) have been paid or will be paid when due from the Borrower including reimbursement or payment Satisfaction of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel the conditions precedent to the Agent required Effective Date referred to be reimbursed or paid by the Borrower hereunderin Clause 7.1 (Further Utilisation of Facilities). (cf) Any and all information and documents required and requested in advance Receipt by each the COFACE Agent of the Finance Parties for its “know-your-customer” requirements with respect evidence referred to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Partyin Clause 7.2 (Contingent Equity and DSRA Funds). (dg) At least one Receipt by the COFACE Agent of a comfort letter addressed to it from J▇▇▇▇ ▇▇▇▇▇▇ III. (1h) Business Day prior Receipt by the COFACE Agent of a letter addressed to it from Thermo and the service beneficiary of the Utilisation Request the following shall have occurredultimate owner of Thermo acknowledging that: (i) the parties shall Lenders have agreed requested the provision of the financial statements (or equivalent document) of Thermo and certain “Know Your Customer” documentation in respect of the “J▇▇▇▇ ▇▇▇▇▇▇ Revocable Trust dated January 1, 1997”, which have not been provided by Thermo on the forms of all Finance Documents to be executed on the Utilisation Date;basis that such documents are not available; and (ii) if a Lender is obliged by its compliance reporting requirements to report the Lenders shall have approved to their satisfaction unavailability of the form of Intercompany Lease; (iii) the Lenders financial statements (or its counselequivalent document) shall have received of Thermo or such “Know Your Customer” documentation, Thermo and the following: ultimate owner of Thermo agree to take all such action required to release the relevant Lender from any potential liability that may be asserted against it if Thermo or the ultimate owner of Thermo (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate as beneficiary of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee above-mentioned trust) suffers any negative consequences due to which it is a party; (C) such documents not being provided to the extent not delivered under paragraph (B) aboveLenders, certified copies of in such form as shall be acceptable to the articles or certificate of incorporationCOFACE Agent. Schedule 4 Amended and Restated Facility Agreement See Exhibit 10.3 to Current Report on Form 8-K dated August 22, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract 2013 Schedule 5 Amended and the Assurance Letter Restated Accounts Agreement 1. Definitions and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.Interpretation 57 2. Appointment 61

Other documents and evidence. (a) The Original Financial Statements Evidence that any process agent referred to in clause 49.4 (Service of the Parent Guarantorprocess) has accepted its appointment. (b) Evidence that the fees, costs and expenses then due from the Borrower Group Companies pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) the Restructuring Documents have been paid or will be paid when due from before the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)Closing Date. (c) Any and all information and documents required and requested in advance by each Evidence that the Company has received the proceeds of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance PartyRequired Equity Issue. (d) At Evidence that the Coustas Family has contributed (directly or through any company or legal entity) at least one 50% to the Required Equity Issue. (1e) Business Day Settlement agreement duly executed by the parties thereto in respect of the cancellation of the 3 vessels “HN N-216”, “HN N-217” and “HN N-218” which were scheduled to be built at Hanjin Heavy shipyard (f) An up-to-date structure chart of the Group. (g) Waiver and margin adjustment fees equal to 1.55 per cent. calculated for the period from 1 July 2009 to the Closing Date have been paid to the Participating Lenders who are party to the HSH Facility Agreement to share amongst themselves. (h) The Company provides evidence that it is able to comply with the provisions of clause 20 as at the date of the Agreement (by reference to the most recent Financial Statements) together with a certificate of an authorised signatory of the Company certifying that the Company will be able to comply with such provisions immediately following the execution of this Agreement. (i) Updated financial projections incorporating latest re-charterings and changes to the fleet (if any). (j) Evidence that the sale of the Sinosure Vessels or entry into the Sinosure Vessels Alternative Financing would not result in a breach of this Agreement, including, without limitation, the financial covenants and fixed amortisation schedule; (k) Evidence satisfactory to the Relevant Finance Parties of the release of any corporate guarantee or similar assurance against loss granted by the Company to the Jiangnan Changxing Heavy Industry Company Limited yard (the Yard) in respect of the Sinosure Vessels; (l) Evidence of the deferment of instalments due to the Yard in respect of the Sinosure Vessels has been completed such that there is no obligation to pay any further instalments due to the Yard in respect of the Sinosure Vessels prior to delivery; (m) The budget for the service period until 31 December 2011. (n) List of all Existing Finance Document Defaults. (o) A copy of the Utilisation Request Employee Share Plan. (p) The Additional Second Lien Intercreditor Agreements duly executed by the following shall parties thereto. (q) Copies of Zim Addenda. (r) Each amendment and restatement of the Existing Hedging Agreements (as set out in Schedule 16) has been duly executed by each of the parties to such agreement and the amendments and restatements have occurredbecome effective or will become effective on the Closing Date. (s) The Sinosure Intercreditor Agreement as defined in clause 23.10(c) (viii). 1 An accession of a Group Company (a) A Group Company Accession Deed, duly executed by the additional Group Company and the Company. (b) A copy of the constitutional documents of the additional Group Company. (c) A copy of a resolution of the board of directors of the additional Group Company: (i) approving the parties shall have agreed on terms of, and the forms of all Finance Documents to be executed on transactions contemplated by, the Utilisation DateGroup Company Accession Deed and resolving that it execute the Group Company Accession Deed; (ii) authorising a specified person or persons to execute the Lenders shall have approved to their satisfaction the form of Intercompany Lease;Accession Letter on its behalf; and (iii) the Lenders (authorising a specified person or persons, on its counsel) shall have received the following:behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement (Ad) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate A specimen of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer person authorised by the resolution referred to in paragraph (ii) above (e) A certificate of an authorised signatory of the Parent Guarantor executing Group Company certifying that each copy document relating to it specified in this Schedule, Part II is correct, complete and in full force and effect as at a date no earlier than the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies date of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerGroup Company Accession Deed.

Other documents and evidence. (a) A certified copy of any other Authorisation or other document, opinion or assurance which the Lender acting on the advice of Russian law counsel considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document, including certified copies of all necessary approvals and consents from the Central Bank, as the case may be. (b) The Original Financial Statements of the Parent GuarantorBorrower. (bc) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from by the Borrower including reimbursement or payment first Utilisation Date in respect of all reasonable out-of-pocket expenses the Tranches. (including reasonable fees, charges and disbursements d) The original of counsel the EKN Final Guarantee in terms satisfactory to the Agent required Lender which shall be in full force and effect and all conditions to be reimbursed or paid the effectiveness thereof shall have been satisfied. (e) A certified copy of the Frame Supply Contract, duly executed by the Borrower hereunder)and the Supplier and a certified copy of the relevant Purchase Orders evidencing (to the satisfaction of the Lender) that the Borrower is required to purchase equipment in accordance with the Frame Supply Contract and such Purchase Orders in an aggregate amount of USD 320,000,000. (cf) Any and all information and documents required and requested in advance by each In respect of the Frame Supply Contract and the Purchase Orders, a statement from the Supplier that it has not engaged in any bribery or other corrupt activity as may be required by EKN. (g) A certified copy of the Business Plan and budget approved by the board of directors of the Borrower evidencing that the entering into of the Facility is within limits set out by such budget and Business Plan. (h) A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance Parties Document or for its the validity and enforceability of any Finance Document. (i) Satisfactory completion of “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. due diligence. From: OJSC Mobile Telesystems, Moscow To: Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (dpubl) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.Dated: [ ] Dear Sirs

Other documents and evidence. (a) A certified copy of the Rules. (b) A certified copy of the form of Clearing Participant’s Agreement and security deed. (c) Evidence that any process agent referred to in Clause ‎‎44.2 (Service of process) has accepted its appointment. (d) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent, Security Agent or Lenders consider to be reasonably necessary or desirable (if they have notified the Company accordingly prior to the date of this Agreement) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (e) The Original Financial Statements of the Parent Guarantoreach Obligor. (bf) Evidence that the fees, costs and expenses then due from the Borrower Company pursuant to Clause 11 ‎‎13 (Fees) and Clause 16 ‎‎18 (Costs and expenses) have been paid or will be paid when due from at the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses times and in the manner set out in Clause ‎‎13 (including reasonable fees, charges Fees) and disbursements of counsel to Clause ‎‎18 (Costs and expenses) and the Agent required to be reimbursed or paid by the Borrower hereunderrelevant Fee Letters (if applicable). (cg) Any and all information and documents required and requested Evidence in advance by each a form satisfactory to the Facility Agent that the Company is a wholly owned subsidiary of the Finance Parties for its “know-your-customer” requirements with respect Guarantor. PART I Utilisation Request – Revolving Loan Cboe Clear Europe N.V. – €1,200,000,000 Facility Agreement originally dated 1 July 2020 as amended and/or restated from time to each Obligor time (the "Agreement") 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Revolving Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a party Business Day, the next Business Day) Proposed Repayment Date: [ ] Facility to be Utilised: [Revolving Facility A]/[Revolving Facility B]/[Revolving Facility C]/[Revolving Facility D]/[Revolving Facility E]/[Revolving Facility F]/[Revolving Facility G]/[Revolving Facility H]/[Revolving Facility I] Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility 3. In accordance with Part I of Schedule 6 (Borrowing Base), we attach a Required Value Notice which [has been sent/is being sent simultaneously with this notice] to the Finance Documents Collateral Monitor. 4. We confirm that each condition specified in Clause ‎‎4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request. 5. [This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Revolving Loan].]/[The proceeds of this Loan should be credited to [account].] 6. This Utilisation Request is irrevocable. PART II Utilisation Request – Swingline Loan 1. We refer to the reasonable satisfaction of such Finance PartyAgreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. (d) At least one (1) Business Day prior 2. We wish to the service of the Utilisation Request borrow a [euro]/[sterling]/[U.S. dollars]/[Danish Krone]/[Norwegian Krone]/[Swedish Krona]/[Swiss Francs] Swingline Loan on the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the terms: Proposed Utilisation Date; : [ ] (ii) or, if that is not a Swingline Business Day, the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.next Swingline Business Day)

Other documents and evidence. (a) A certified copy of the Rules. (b) A certified copy of the form of Clearing Participant’s Agreement and security deed. (c) Evidence that any process agent referred to in Clause ‎‎44.2 (Service of process) has accepted its appointment. (d) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent, Security Agent or Lenders consider to be reasonably necessary or desirable (if they have notified the Company accordingly prior to the date of this Agreement) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (e) The Original Financial Statements of the Parent Guarantoreach Obligor. (bf) Evidence that the fees, costs and expenses then due from the Borrower Company pursuant to Clause 11 ‎‎13 (Fees) and Clause 16 ‎‎18 (Costs and expenses) have been paid or will be paid when due from at the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses times and in the manner set out in Clause ‎‎13 (including reasonable fees, charges Fees) and disbursements of counsel Clause ‎‎18 (Costs and expenses) and the relevant Fee Letters (if applicable). (g) Evidence in a form satisfactory to the Facility Agent required that the Company is a wholly owned subsidiary of the Guarantor. Schedule 3 PART I Utilisation Request – Revolving Loan 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Revolving Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Proposed Repayment Date: [ ] Facility to be reimbursed or paid Utilised: [Revolving Facility A]/[Revolving Facility B]/[Revolving Facility C]/[Revolving Facility D]/[Revolving Facility E]/[Revolving Facility F]/[Revolving Facility G]/[Revolving Facility H]/[Revolving Facility I]/[Revolving Facility J] Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility 3. In accordance with Part I of Schedule 6 (Borrowing Base), we attach a Required Value Notice which [has been sent/is being sent simultaneously with this notice] to the Collateral Monitor. 4. We confirm that each condition specified in Clause ‎‎4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request. 5. [This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Revolving Loan].]/[The proceeds of this Loan should be credited to [account].] 6. This Utilisation Request is irrevocable. PART II Utilisation Request – Swingline Loan 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a [euro]/[sterling]/[U.S. dollars]/[Danish Krone]/[Norwegian Krone]/[Swedish Krona]/[Swiss Francs] Swingline Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Swingline Business Day, the next Swingline Business Day) Proposed Repayment Date: [ ] (or, if that is not a Swingline Business Day, the previous Swingline Business Day)4 Facility to be utilised: [Swingline Facility A]/[Swingline Facility B]/[Swingline Facility C]/[Swingline Facility D]/[Swingline Facility E]/[Swingline Facility F]/[Swingline Facility G]/[Swingline Facility H] /[Swingline Facility I]/[Swingline Facility J] Currency of Loan: [euro]/[sterling]/[U.S. dollars]/[Danish Krone]/[Norwegian Krone]/[Swedish Krona]/[Swiss Francs] Amount: [U.S.$]/[€]/[£]/[DKK]/[NOK]/[CHF]/[SEK] [ ] or, if less, the Available Facility 3. In accordance with Part I of Schedule 6 (Borrowing Base), we attach a Required Value Notice which [has been sent/is being sent simultaneously with this notice] to the Collateral Monitor. 4. We confirm that each condition specified in Clause ‎‎6.4 (Lenders' participation in Swingline Loans) of the Agreement is satisfied on the date of this Utilisation Request. 5. The proceeds of this Swingline Loan should be credited to [account]. 6. This Utilisation Request is irrevocable. Schedule 4 To: Bank of America Europe DAC as Facility Agent From: [ ] (the "Existing Lender") and [ ] (the "New Lender") Dated: [ ] 1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2. We refer to Clause ‎‎26.6 (Procedure for transfer) of the Agreement: (a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause ‎‎26.6 (Procedure for transfer) of the Borrower hereunder)Agreement, all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing L▇▇▇▇▇’s Commitment(s) and participations in Loans under the Agreement as specified in the Schedule. (b) The proposed Transfer Date is [ ]. (c) Any The Facility Office and all information address and documents required and requested in advance by each attention details for notices of the Finance Parties New Lender for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to purposes of Clause ‎‎34.2 (Addresses) of the reasonable satisfaction of such Finance PartyAgreement are set out in the Schedule. 3. The New Lender expressly acknowledges the limitations on the Existing L▇▇▇▇▇'s obligations set out in paragraph (dc) At least one of Clause ‎‎26.5 (1Limitation of responsibility of Existing Lenders) Business Day prior to the service of the Utilisation Request Agreement. 4. The New Lender confirms, for the following shall have occurred:benefit of the Facility Agent and each Swingline Agent and without liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty Lender)]. (i) 5. The New Lender confirms that its aggregate Commitments, as at the parties shall have agreed Transfer Date, do not exceed more than 25 per cent. of the Total Commitments. 6. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the forms counterparts were on a single copy of all Finance Documents to be executed this Transfer Certificate. 7. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law. 8. This Transfer Certificate has been entered into on the Utilisation Date; (ii) date stated at the Lenders shall have approved to their satisfaction the form beginning of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerthis Transfer Certificate.

Other documents and evidence. (a) The Original Financial Statements of the Parent GuarantorGroup Structure Chart. (b) A copy of the Original Financial Statements. (c) The Base Case Model. (d) Evidence (including without limitation the account numbers) that the following accounts have been opened and maintained by the Borrower (and, in the case of the LHD Vendor Joint Account, the Borrower and the LHD Vendor): (i) the Onshore Controlled Account; (ii) the Onshore USD Project Account; (iii) the Onshore RMB Project Account; (iv) the Onshore Cash Collateral Account; (v) the DSRA; and (vi) the LHD Vendor Joint Account. (e) Evidence that the Borrower is one of the signatories to the LHD Vendor Joint Account whose consent is required to authorise any withdrawal from such account. (f) Evidence (including without limitation the account numbers) that the Parentco Controlled Account has been opened and maintained by Parentco. (g) The Approved Project Capex Schedule. (h) The Approved Opex Budget and the Approved Capex Budget in respect of the Initial Budget Period. (i) A copy (certified by the Borrower to be true, complete and up-to-date) of the foreign debt registration certificate issued by SAFE in respect of the Facility provided under this Agreement. (j) A copy of the application to MOFCOM for approval of the Equity Pledge over Borrower. (k) A copy of the application to SAFE for registration and to MOFCOM for approval of the Mortgage over LHD Units. (l) A copy of the application to SAFE for registration and to MOFCOM for approval of the Pledge over Receivables. (m) Evidence of the discharge of (i) the memorandum of charge dated 19 June 2008 granted by Premium Sino in favour of UOB ▇▇▇ ▇▇▇▇ Finance Limited and (ii) the underlying liabilities owed by premium Sino to UOB ▇▇▇ ▇▇▇▇ Finance Limited to which the foregoing memorandum of charge relates. (n) All documentation and other evidence as is reasonably requested by the Facility Agent (for any or all of the Finance Parties) in order for any or all of the Finance Parties to carry out and be satisfied with the results of all necessary “know your customer”, anti-money laundering and/or other similar checks under all applicable laws and regulations in connection with any or all the Finance Documents and/or the transactions contemplated thereunder. (o) Evidence that each of the process agents (which is not a member of the Group) referred to in Clause 37.2 (Service of Process) and/or in any other Finance Documents has accepted its appointment. (p) Evidence that the fees, costs and and/or expenses then due from the Borrower any Obligor pursuant to Clause 11 (Fees) and Clause 16 17 (Costs and expenses) and/or Clause 13.5 (Stamp taxes) and/or any Fee Letter have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)date falling 10 Business Days after the Initial Utilisation Date. (cq) Any and all information and documents required and requested A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in advance by each of the Finance Parties for its “know-your-customer” requirements connection with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on entry into and/or performance of the forms of all transactions contemplated by any Transaction Finance Documents to be executed on the Utilisation Date; Document and/or (ii) for the Lenders shall have approved legality, validity and/or enforceability of any Transaction Finance Document. From: [name of Borrower] To: [name of Facility Agent] as Facility Agent Dated: Dear Sirs 1. We refer to their satisfaction the form of Intercompany Lease; (iii) Facility Agreement. This is a Utilisation Request. Terms defined in or construed for the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate purposes of the Secretary or Assistant Secretary Facility Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan under Tranche [ ] on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Currency of Loan: US dollars Amount: [ ] or, if less, the Available Facility for the above-mentioned Tranche Interest Period: Six Months, subject to the provisions of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and Agreement 3. We confirm that each condition specified in Clause 5.2 (Further conditions precedent) of the resolutions Facility Agreement is satisfied on the date of its board this Utilisation Request. 4. The proceeds of directors, and authorizations, authorizing this Loan shall be deposited into the execution and delivery following account of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer Borrower: insert account details of the Parent Guarantor executing the Parent Guarantee to which it Onshore USD Project Account. 5. This Utilisation Request is a party; (C) to the extent not delivered under paragraph (B) above, certified copies irrevocable. [name of the articles or certificate Borrower] To: [name of incorporation, Facility Agent] as Facility Agent [name of the Parent Guarantor, together with certificates of good standing or existence, Security Agent] as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.Security Agent

Other documents and evidence. (a) The Original Financial Statements of the Parent Guarantor. (b) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)Utilisation Date. (b) Evidence that any process agent referred to in Clause 38.2 (Service of process) or in any other Finance Document has (in each case) accepted its appointment. (c) Any and all information and documents required and requested in advance Evidence that each Fee Letter has been duly executed by each of the Finance Parties for its “know-your-customer” requirements with respect parties to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Partyit. (d) At least one A valid and binding letter of undertaking between the Government of Malaysia and each Lender in form and substance agreeable to that Lender in its absolute discretion. (1e) Business Day prior A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (f) The Facility Agent shall have received written confirmation from each of the Lenders confirming that it has carried out and is satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the service transactions contemplated in the Finance Documents. (g) The results of searches on the Borrower carried out at the Companies Commission of Malaysia and the office of the Utilisation Request Director-General of Insolvency, satisfactory to the following shall have occurred:Facility Agent (acting on the instructions of the Lenders); (h) Evidence that the Guarantor indirectly owns one hundred per cent. (100%) of each class of the issued share capital of the Borrower. (i) Evidence that the parties shall current account of the Borrower that will receive the proceeds of the Utilisation of the Facility in accordance with the Funds Flow Statement has been opened. From: [Borrower] To: [Facility Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have agreed the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow the Loan on the forms following terms: Proposed Utilisation Date: [ ] or, if that is not a Business Day, the next Business Day) Amount: [ ] Interest Period: [ ] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. This Utilisation Request is irrevocable. To: [ ] as Facility Agent From: [ ] (the “Existing Lender”) and [ ] (the “New Lender”) Dated: 1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2. We refer to Clause 23.5 (Procedure for transfer): (a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 (Procedure for transfer). (b) The proposed Transfer Date is [ ]. (c) The Facility Office and address, fax number and attention details for notices of the New Lender are set out in the Schedule. 3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraphs (a) and (c) of Clause 23.4 (Limitation of responsibility of Existing Lenders). 4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate. 5. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by Malaysian law. 6. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate. THE SCHEDULE Commitment/rights and obligations to be transferred [insert relevant details] [Existing Lender] [New Lender ] By: By: This Transfer Certificate is acknowledged by the Facility Agent and the Transfer Date is confirmed as [ ]. [Facility Agent] By: To: [ ] as Facility Agent and [ ] as the Borrower, for and on behalf of each Obligor From: [ ] (the “Existing Lender”) and [ ] (the “New Lender”) Dated: 1. We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement. 2. We refer to Clause 23.6 (Procedure for assignment): (a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to be executed on that portion of the Utilisation Date;Existing Lender’s Commitments and participations in Loans under the Agreement as specified in the Schedule. (iib) The Existing Lender is released from all the Lenders shall have approved obligations of the Existing Lender which correspond to their satisfaction that portion of the form of Intercompany Lease;Existing Lender’s Commitments and participations in Loans under the Agreement specified in the Schedule. (iiic) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it Existing Lender is a party; (C) to the extent not delivered released under paragraph (Bb) above. 3. The proposed Transfer Date is [ ]. 4. On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender. 5. The Facility Office and address, certified copies fax number and attention details for notices of the articles or certificate of incorporation, of New Lender are set out in the Parent Guarantor, together with certificates of good standing or existence, as may be available from Schedule. 6. The New Lender expressly acknowledges the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence limitations on the due execution by the Department Existing Lender’s obligations set out in paragraphs (a) and (c) of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.Clause 23.4 (

Other documents and evidence. (a) The Original Financial Statements A copy of each Security Document (other than the Parent GuarantorBorrower Share Charge, the Onshore Land Use Rights Mortgage and the Onshore Buildings Mortgage) duly executed by the parties to it, together with all documentation, and/or evidence of all other steps, required to perfect such Security Documents as advised to the Security Agent by its legal advisers in each relevant jurisdiction. (b) A copy of each Fee Letter duly executed by the parties to it. (c) A copy of each Warrant Document in the Agreed Form. (d) Evidence that this Agreement has been duly registered with a competent office of SAFE, together with a copy of the foreign borrowings registration certificate issued by SAFE in respect of the Facility. (e) Evidence that any process agent referred to in Clause 38.2 (Service of process) has accepted its appointment. (f) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document. (g) Evidence of the establishment of each of the Debt Service Reserve Account and the Onshore Proceeds Account. (h) Evidence that the amount standing to the credit of the Debt Service Reserve Account on the Utilisation Date will not be less than the Debt Service Reserve Amount. (i) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 10 (Fees) and Clause 16 15 (Costs and expenses) have been paid or will be paid when due from by the Borrower including reimbursement first Utilisation Date. (j) Such information or payment of all reasonable out-of-pocket expenses evidence as may reasonably be required by a Finance Party to satisfy its know your customer requirements. (including reasonable fees, charges and disbursements of counsel k) Confirmation satisfactory to the Agent required that all conditions precedent to the availability of the Onshore Facility have been satisfied or waived, save for any such condition equivalent to this condition, and that the Onshore Facility has been or will, upon drawdown of the Facility, be reimbursed or paid drawn. (l) Evidence that all fees relating to the perfection, registration, filing and approval of the Security then due have been paid. (m) Evidence that all stamp, registration and similar taxes payable in connection with the Transaction Documents that have been executed have been paid. (n) The Group Structure Chart. 1. An Accession Letter, duly executed by the Borrower hereunder)Additional Guarantor and the Borrower. 2. A copy of the constitutional documents of the Additional Guarantor. 3. A copy of a resolution of the board of directors of the Additional Guarantor: (a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter and each Finance Document; (b) authorising a specified person or persons to execute the Accession Letter and each Finance Document on its behalf; and (c) Any authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and all information and documents required and requested notices to be signed and/or despatched by it under or in advance by each connection with the Finance Documents. 4. A specimen of the Finance Parties for its “know-your-customer” requirements with respect signature of each person authorised by the resolution referred to each Obligor that is in paragraph 3 above. 5. If so required by the Agent, a party to copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the reasonable satisfaction of such Finance PartyAdditional Guarantor is a party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) 6. A certificate of the Secretary Additional Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any guaranteeing or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee similar limit binding on it to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerexceeded.

Other documents and evidence. (a) The Original Financial Statements of the Parent Guarantor. (b) 3.1 Evidence that the feesGuarantors have executed and delivered each of the Guarantees to which they are to be a party in accordance with the terms of this Amendment. 3.2 A letter duly executed by each Guarantor, the Borrower and the Facility Agent, pursuant to which each of the Guarantors agrees to be bound by certain provisions of the Facility Agreement, including clauses 6.7, 6.9, 10.1(e)(iv) and 10.1(e)(v). 3.3 An amendment to the BpiFAE Insurance Policy duly signed and issued by BpiFAE in a form and substance satisfactory to the Lenders. 3.4 Evidence that each of the Facility Agent, the Senior Parties, and the Other Senior Parties have executed and delivered the Subordination Agreements required to be executed by such Person as a condition to the execution of the Second Priority Guarantee and the Third Priority Guarantee, as applicable. 3.5 Evidence that any amounts payable in respect of any documented costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) under clause 6 of this Amendment, together with any fees separately agreed in writing between the Borrower and Clause 16 (Costs and expenses) any Finance Party, have been paid or will be paid promptly when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)on being demanded. (c) Any 3.6 Evidence that any process agent appointed pursuant to clause 7.3 of this Amendment has accepted its appointment. 3.7 Such documentation and information as any Finance Party may reasonably request through the Facility Agent to comply with "know your customer" or similar identification procedures under all information laws and documents required regulations applicable to that Finance Party. as Borrower 1. DEFINITIONS AND INTERPRETATION 1.1 Defined Terms 2 1.2 Interpretation 22 1.3 Third Party Rights 23 1.4 Accounting and requested in advance by each Financial Determinations 23 2. . THE FACILITY AND COMMITMENTS 24 2.1 The Facility 24 2.2 Purpose 24 2.3 Commitments of the Lenders 25 2.4 Voluntary Cancellation 26 2.5 Cancellation due to Lender Illegality 26 2.6 Delayed Delivery 27 2.7 Automatic Cancellation 27 2.8 Cancellation for Non–Exercise Premium 28 2.9 Construction Contract 28 2.10 Independence of Borrower’s Obligations 28 2.11 Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching Parties’ Rights and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.Obligations 28

Other documents and evidence. (a) The Original Financial Statements of Finance Documents, each duly executed by the Parent Guarantorparties to it. (b) The Issuer Registration Undertaking Letter duly executed by the parties to it. (c) The Custody Agreements duly executed by each Chargor and the Custodian. (d) The Notices to Custodian duly executed by each Chargor and acknowledged by the Custodian and the Lender. (e) A copy of an amendment agreement to the SPA evidencing that certain restrictions arising under the SPA in respect of the SPA Shares have been irrevocably waived by the Issuer in favour of the Lender. (f) Evidence of the shareholding information and details in respect of each Chargor in form and substance satisfactory to the Lender. (g) A copy of the balance sheet of each of the Chargors as at 28 February 2013. (h) A certificate of each Chargor (signed by a director) certifying that each copy document delivered by it as specified in this Schedule 1 and/or any document or evidence delivered hereunder in copy form is correct, complete, and in full force and effect as at a date no earlier than the date of this Agreement. (i) Evidence that each of the Chargors has obtained all governmental and/or regulatory approvals and licences (including, but not limited to, any third party approvals and licences) that are required to be obtained by it for the purposes of executing, delivering and legally performing its respective obligations and discharging its respective duties under the Finance Documents. (j) A copy of any other document, authorisation, opinion or assurance as reasonably requested by the Lender. (k) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 10 (Fees) and Clause 16 15 (Costs and expensesExpenses) have been paid or will be paid when due from by the Utilisation Date. (l) Evidence that each of the Chargors has established each of their Charged Accounts. (m) Confirmation in form and substance satisfactory to the Lender that the register of members of the Issuer shall be updated immediately upon closing of the issue of the SPA Shares pursuant to the terms of the SPA to reflect the Borrower including reimbursement or payment as the holder of all reasonable out-of-pocket expenses (including reasonable fees, charges the SPA Shares and disbursements of counsel to include the Agent notations required to be reimbursed or paid by made pursuant to the Borrower hereunder)Share and Account Charge. (cn) Any and all information and documents required and If requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to Lender, the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) Lender shall have received a fully executed Federal Reserve Form U-1 and shall be satisfied that the following:Loan and the use of proceeds thereof shall be in compliance with the provisions of Regulations T, U and X. (Ao) the Assurance Letter Evidence that each process agent referred to in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching Share and certifying copies of Account Charge has accepted its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.appointment. From: Kanrich Holdings Limited To: [·] Dated: Dear Sirs

Other documents and evidence. (a) The Original Financial Statements Copies of the Parent Guarantorexecuted Charter Contracts and the latest Valuation Reports. (b) A copy of the Group Structure Chart. (c) Copies of the executed Finance Documents by all parties thereto. (d) Evidence that the all fees, costs and expenses then (including legal fees) due from the Borrower Borrowers pursuant to Clause 11 5 (Fees) and Clause 16 (, Costs and expensesExpenses) of this Agreement have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)Effective Date. (ce) Any and all information and documents required and requested in advance A certificate signed by each an authorized signatory of the Finance Parties for its “know-your-customer” requirements with respect Borrowers stating that, upon the Effective Date, (i) no member of the Group will have any Financial Indebtedness other than Permitted Financial Indebtedness and each member of the Group will have (ii) no Encumbrance existing in relation to each Obligor that is a party to any asset of any member of the Finance Documents to the reasonable satisfaction of such Finance PartyGroup other than any Permitted Encumbrance. (df) At least one (1) Business Day prior Evidence satisfactory to the service Lender that the Security has been or will be perfected in accordance with all applicable laws on the Effective Date and constitutes valid security with the ranking it is expressed to have. (g) Copies of all relevant insurance policies and evidence that these are in full force and effect. (h) All requested information required pursuant to the obligations of the Utilisation Request Lender, together with any other additional documents, records and information that the following shall have occurred:Lender may be required to obtain, verify or review pursuant to the terms of any other applicable law or regulation. (i) the parties shall have agreed All documentation or information on the forms of all Finance Documents assets required to be executed on the Utilisation Date;provided under any Security Documents. (iij) A copy of any other authorisation or other document, opinion or assurance which the Lenders shall have approved to their satisfaction Lender notifies the form of Intercompany Lease;Borrowers is necessary or desirable in connection with the Finance Documents. (iiik) Evidence reasonably satisfactory to the Lenders Lender that all governmental and regulatory consents and other clearances (including but not limited to tax clearances) and all third party consents and approvals necessary in connection herewith or its counsel) shall other competition or regulatory authority have received the following:been obtained. (Al) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of A good standing or existence, as may be available certificate from the Secretary each Obligor. For and on behalf of: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis By: Title: President Title: For and on behalf of State /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: For and on behalf of the jurisdiction /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: For and on behalf of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power./s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis By: Title: President Title: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ By: I. Varouxakis Title: President Address: Fax:

Other documents and evidence. (a) The Original Financial Statements of the Parent GuarantorSupplemental Fee Letter. (b) Evidence that the process agent specified in clause 41.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the Acceding Guarantors. (c) If available, the latest audited financial statements of each Acceding Guarantor. (d) A copy of the acquisition documents relating to the Project Shine Acquisition evidencing that the acquisition has occurred. (e) An updated Disclosure Letter. (f) Documentation and other evidence as is reasonably requested by the Agent or the Lenders in order for the Agent and the Lenders to carry out and be satisfied with the results of all necessary “know you customer” or other checks on each Obligor pursuant to the transactions contemplated by the Supplemental Finance Documents. (g) In relation to the Parent, the audited consolidated financial statements of the Group for the financial year ended 2012 and, in relation to each Obligor other than the Parent, the audited Financial Statements for its financial year ended 31 December 2012. (h) An updated Group Structure Chart. (i) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Parent accordingly) in connection with the entry into and performance of the transactions contemplated by, this Agreement or for the validity and enforceability of this Agreement. (j) Evidence that all fees, costs and expenses then due and payable from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) Parent under this Agreement have been paid or will be paid when due from on or before the Borrower including reimbursement or payment Restatement Date. 1. A confirmatory security agreement between, among others, Innospec Limited and the Security Agent in respect of all reasonable out-of-pocket expenses the English law governed debenture dated 14 December 2011. 2. A confirmatory security agreement between Innospec (including reasonable fees, charges Plant) Limited and disbursements the Security Agent in respect of counsel the English law governed key property debenture dated 14 December 2011. 3. A confirmatory security agreement between Innospec Inc. and the Security Agent in respect of the English law governed share security agreement dated 14 December 2011. 4. A confirmatory security agreement between Innospec Inc. and the Security Agent in respect of the Swiss law governed share pledge agreement relating to the Agent required to be reimbursed or paid by pledge over the Borrower hereunder)shares in Innospec GmbH dated 14 December 2011. (c) Any 5. A confirmatory security agreement between Innospec GmbH and all information and documents required and requested the Security Agent in advance by each respect of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party Swiss law governed share pledge agreement relating to the Finance Documents to pledge over the reasonable satisfaction of such Finance Partyshares in Alcor Chemie Vertriebs GmbH dated 14 December 2011. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.

Other documents and evidence. (a) The Original Financial Statements Evidence that each of the Parent GuarantorBorrower Cash Account, the Borrower Safekept Securities Account, the Solar Cash Account and the Solar Safekept Securities Account has been opened. (b) A copy of each of the SPA I, the SPA II and SPA III duly executed by the parties thereto. (c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 10 (Fees) and Clause 16 15 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder). (c) Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Partyfirst Utilisation Date. (d) At least one A copy of any other Authorisation or other document, opinion or assurance which the Lender reasonably considers to be reasonably necessary (after consultation with the Borrower) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. UTILISATION REQUEST From: [Borrower] To: [Lender] Dated: Dear Sirs 1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Business Day Amount: [ ] or, if less, the Available Facility 3. We authorise an advance payment payable to you pursuant to Clause 8.3(a) of the Facility Agreement, being the advance payment fee, to be payable first from the amount drawn pursuant to this Utilisation Request. You may deduct this advance payment fee from the proceeds of this Loan prior to the service proceeds of this Loan being credited into the accounts set out in paragraph (5) below. 4. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Facility Agreement is satisfied on the date of this Utilisation Request Request. 5. The proceeds of this Loan (after deduction of the advance payment fee referred to in paragraph (3) above should be credited to the following shall have occurredaccounts: (ia) US$[—] to [account information of the parties shall have agreed on Borrower Cash Account] in respect of the forms of all Finance Documents to be executed on the Utilisation Date;SPA I, SPA II and SPA III; and (iib) US$[—] (being the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (Cbalance) to the extent not delivered under paragraph (B) above, certified copies [account information of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerBorrower Cash Account].

Other documents and evidence. (a) Evidence that there are no outstanding loan claims held by RPM against any member of the Borrower Group (other than under the RPM Funding Loan Agreement or pursuant to claims RPM has as a trade creditor of the Borrower Group in respect of the arm’s length procurement of goods and services on behalf of the Borrower Group by RPM. (b) The audited annual financial statement of RPM for its financial year ending 31 December 2008; in form and substance satisfactory to the Senior Agent. (c) The Base Case Model and evidence that it has been reviewed and approved by the Lenders’ Technical Advisor and Lenders’ Model Auditor. (d) The Mine Plan. (e) A copy, certified by an authorised signatory of each relevant Obligor, or an authorised signatory of the Parent, to be a true copy, of the Original Financial Statements of the Parent Guarantoreach Obligor. (bf) A copy, certified by an authorised signatory of the Parent to be a true copy, of the most recent Quarterly Management Accounts of Opco. (g) Evidence that each Lender has carried out and is satisfied with the results of all “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions and entities contemplated in the Transaction Documents. (h) The Funds Flow Statement in a form agreed by the Parent and the Senior Agent detailing the proposed movement of funds on or before the Closing Date. (i) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 clause 17 (Fees) and Clause 16 clause 22 (Costs and expensesExpenses) have been paid or will be paid when due by the Closing Date. (j) A Certificate of the Parent (signed by a director) detailing the estimated Acquisition Costs. (k) Utilisation Requests relating to the Utilisations to be made on the Closing Date. (l) A letter from the Borrower to the Senior Agent and the Account Bank specifying the Holdco Business Account, the Borrower Proceeds Account, the Opco Business Account and the Disbursement Account including reimbursement details of each account name, account number and the name and address of the bank where each account is held. (m) The Group Structure Chart which shows the Anooraq Group assuming the Closing Date has occurred and steps 1 (Asset and loan impairment) to 7 (Capital Rebalance) of the Structure Memorandum have completed. (n) Evidence satisfactory to the Senior Agent that all material contracts have been ceded and assigned by Lebowa to Opco and that any third party consents for such cession and assignment have been obtained. (o) Evidence satisfactory to the Senior Agent that the consent of Anglo and RPM has been obtained for the cession in security of the rights of the Borrower in relation to the representations and warranties in the Holdco Sale of Shares Agreement. (p) Evidence satisfactory to the Senior Agent that the agency agreement between Anglo, RPM and Lebowa has been terminated. (q) Evidence satisfactory to the Senior Agent that each of the steps set out in the Structure Memorandum have been implemented or payment will as of the Closing Date be implemented. (r) Notification has been received by the Senior Agent of the Mandatory Cost of all reasonable out-of-pocket expenses Lenders. (including reasonable fees, charges and disbursements of counsel s) Evidence satisfactory to the Senior Agent required that all funding to be reimbursed or paid provided by the Borrower hereunderpursuant to the Transaction Documents will be made available into the Disbursement Account on the Closing Date and that where the funding under any Transaction Documents is subject to any conditions precedent, that the conditions precedent have been fulfilled. (t) Power of Attorney in the agreed form given by Opco and Lebowa in favour of the Senior Agent or its legal advisors allowing the Senior Agent or its legal advisors to take all necessary steps to lodge and procure the registration of all New Order rights and the cession and transfer thereof to Opco. (u) Operating Budget in the agreed form. (v) The Senior Agent has confirmed in writing addressed to the Borrower that it is satisfied with the form and substance of the Disclosure Schedule From: [Borrower] To: [Senior Agent] Dated: Dear Sirs 1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: (a) Borrower: Plateau Resources (Proprietary) Limited (b) Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) (c) Amount: R[ ] or, if less, the Available Facility (d) Interest Period: [ ] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Utilisation should be credited to [insert relevant account]. 5. This Utilisation Request is irrevocable. To: [ ] as Senior Agent From: [the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”) Dated: 1. We refer to the Facilities Agreement. This is an Assignment Agreement. (a) We refer to Clause 33.6 (Procedure for Transfer). (b) The Existing Lender cedes and assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement and the other Finance Documents which correspond to that portion of the Existing Lender's Commitments and participations in Utilisations under the Facility Agreement as specified in the Schedule. (c) Any and The Existing Lender delegates to the New Lender all information and documents required and requested in advance by each the obligations of the Finance Parties for its “know-your-customer” requirements with respect Existing Lender which correspond to each Obligor that portion of the Existing Lender's Commitments and participations in Utilisations under the Facility Agreement specified in the Schedule and is a party to the Finance Documents to the reasonable satisfaction of hereby released from all such Finance Partyobligations. (d) At least one The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (1c) Business Day prior to above. 3. The proposed Transfer Date is [ ]. 4. On the service of Transfer Date the Utilisation Request the following shall have occurredNew Lender becomes: (ia) Party to the parties shall have agreed Finance Documents as a Lender; and (b) Party to [other relevant agreements in other relevant capacity such as Plateau Intercreditor Agreement]. 5. The New Lender expressly acknowledges the limitations on the forms Existing Lender's obligations set out in paragraph (c) of all Finance Documents to Clause 29.4 (Limitation of responsibility of Existing Lenders). 6. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 36.2 (Addresses) are set out in the Schedule. 7. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement. 8. This Assignment Agreement is governed by South African law. 9. This Assignment Agreement has been executed on the Utilisation Date;date stated at the beginning of this Assignment Agreement. [insert relevant details] [Facility office address, fax number and attention details for notices and account details for payments] [Existing Lender] [New Lender] By: By: This Assignment Agreement is accepted by the Senior Agent and the Transfer Date is confirmed as [ ]. [Signature of this Assignment Agreement by the Senior Agent constitutes confirmation by the Senior Agent of receipt of notice of the cession and assignment referred to herein, which notice the Senior Agent receives on behalf of each Finance Party.] [Senior Agent] By: To: [ ] as Senior Agent From: [Borrower] Dated: Dear Sirs (ii) 1. We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 2. We confirm that: [Insert details of covenants to be certified]. 3. [We confirm that no Default is continuing.]* Signed ………………… …………………… Director Director of of [Borrower] [Borrower] [insert applicable certification language]** ...................................... for and on behalf of [name of Auditors of the Borrower]*** * If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it. ** To be agreed with the Parent's Auditors and the Lenders shall have approved prior to their satisfaction signing the form of Intercompany Lease; (iii) Agreement. *** Only applicable if the Lenders (or its counsel) shall have received Compliance Certificate accompanies the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching audited financial statements and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee is to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution signed by the Department of Auditors. To be agreed with the UKSAR2G Contract and Borrower's auditor's prior to signing the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.Agreement. To: Re: The Agreement

Other documents and evidence. (a) The Original Financial Statements group structure chart indicating the group structure of Cayman Co and its Subsidiaries upon completion of the Parent GuarantorRelevant Permitted Reorganisation (as defined in Schedule 2 (Amended and Restated Agreement)) and showing such information as specified in Clause 18.25 (Group Structure Chart) of the Original Facility Agreement. (b) Evidence of application to SAFE for the filing of the particulars of this Agreement and the Amended and Restated Agreement, if such filing is necessary or desirable as advised by the legal advisers in the PRC to the Facility Agent. (c) A copy of the updated register of members and register of transfers of Holdco, as certified by its registered agent. (d) A certificate of good standing in respect of Cayman Co. (e) All documentation and other evidence as is reasonably requested by the Facility Agent (for any or all of the Finance Parties) in order for any or all of the Finance Parties to carry out and be satisfied with the results of all necessary “know your customer”, anti-money laundering and/or other similar checks under all applicable laws and regulations in connection with any or all the Restructuring Documents and/or the transactions contemplated thereunder. (f) Evidence that each of the process agents (which is not a member of the Group) referred to in Clause 37.2 (Service of Process) of the Amended and Restated Agreement (in respect of its appointment by Cayman Co) and/or in any other Restructuring Document has accepted its appointment. (g) Evidence that the fees, costs and and/or expenses then due from the Borrower any Obligor pursuant to Clause 11 5 (Fees) and Clause 16 (, Costs and expensesExpenses) or any Transaction Warrant Document have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)Effective Date. (ch) Any and all information and documents required and requested A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in advance by each of the Finance Parties for its “know-your-customer” requirements connection with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on entry into and/or performance of the forms of all transaction contemplated by any Restructuring Document or Transaction Finance Documents to be executed on the Utilisation Date; Document and/or (ii) for the Lenders shall have approved to their satisfaction the form legality, validity and/or enforceability of Intercompany Lease;any Restructuring Document or Transaction Finance Document. (see following page) dated 8 January 2010 dated 11 January 2010 AS FURTHER AMENDED AND RESTATED PURSUANT TO A SECOND AMENDMENT AGREEMENT dated October 11, 2010 TIANJIN NEW HIGHLAND SCIENCE AND TECHNOLOGY DEVELOPMENT CO., LTD. (iii) the Lenders (or its counsel) shall have received the following:1. Definitions And Interpretation 1 (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.2. The Facility 31 3. Purpose 31

Other documents and evidence. (a) The Original Financial Statements of the Parent Guarantor. (b) 3.1 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expensesExpenses) have been paid or will be paid when by the Utilisation Date. 3.2 Evidence satisfactory to the Lenders that (a) all amounts outstanding under the Convertible Bond have been, or will within 2 Business Days following the Utilisation Date (but in any event no later than 1 December 2014) be repaid in full in a manner, form and substance in all respects acceptable to the sole discretion of the Facility Agent (always acting on the instructions of the Lenders), (b) the proceeds which will be used to fully refinance the Convertible Bond shall satisfy the requirements set out in paragraph (b) of Clause 19.11 (Non-Permitted Financial Indebtedness and terms of refinancing of Existing Indebtedness) of this Agreement and (c) the Borrower is or, as the case may be, shall on or before the date on which all amounts outstanding under the Convertible Bond are repaid (being a date falling no later than 1 December 2014) be released from all its obligations and liabilities under the Convertible Bond. 3.3 Evidence that the fees, costs and expenses then due from the Borrower including reimbursement pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to will be reimbursed or paid by the Borrower hereunder)Utilisation Date. (c) Any and 3.4 Evidence satisfactory to the Facility Agent showing that all information and documents required and requested fees payable to the Broker in advance by each respect of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to Securities Account until the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available first anniversary from the Secretary date of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerthis Agreement have been paid.

Other documents and evidence. (a) The Original Financial Statements of the Parent GuarantorStatements. (b) A copy of any other Authorisation or other document, opinion or assurance which any Finance Party considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (c) Satisfactory due diligence of the Receivables. (d) A power of attorney in form and substance satisfactory to the Security Agent pursuant to which the Borrower appoints the Security Agent as its attorney in respect of the Collection Account. (e) Evidence that the fees, costs and expenses then due from the Borrower and the Guarantor pursuant to Clause 11 12 (Fees) and Clause 16 17 (Costs and expenses) have been paid or will be paid when due from by the Borrower including reimbursement or payment first Utilisation Date. (f) A copy of all reasonable out-of-pocket expenses a good standing certificate (including reasonable feesverification of tax status, charges and disbursements of counsel if available) with respect to the Agent required to be reimbursed Guarantor, issued as of a recent date by the Secretary of State or paid other appropriate official of the Guarantor's jurisdiction of incorporation or organisation. (g) Evidence that any amounts outstanding and payable by the Borrower hereunder). under or in connection with the facility agreement dated 5 September 2012 (cthe "Existing Facility Agreement") Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: between (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; Borrower, as borrower, (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; The Hongkong and Shanghai Banking Corporation Limited, as arranger, (iii) the Lenders financial institutions listed in Schedule 1 therein, as original lenders, (iv) The Hongkong and Shanghai Banking Corporation Limited, as facility agent, (v) The Hongkong and Shanghai Banking Corporation Limited, as security agent and (v) The Hongkong and Shanghai Banking Corporation Limited, as account bank, has been or its counselwill be irrevocably paid and satisfied in full and that any facility(ies) shall made available to the Borrower under the Existing Facility Agreement have received been or will be irrevocably cancelled on or prior to the following:first Utilisation Date. (Ah) Evidence that the Assurance Letter Security granted pursuant to the Existing Facility Agreement has been or will be irrevocably released and discharged on or prior to the first Utilisation Date. From: Micron Semiconductor Asia Pte. Ltd. as the Borrower To: The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as the Facility Agent Date: Dear Sirs 1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the form agreed duly executed by all parties thereto;Facility Agreement have the same meaning when used in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [·] (Bor, if that is not a Business Day, the next Business Day) certificate Amount: [·] or, if less, the Available Facility Interest Period: [·] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of the Secretary or Assistant Secretary Loan [excluding the amount equal to the interest payable in respect of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee Loan]* should be credited to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power[·] .

Other documents and evidence. (a) The Original Financial Statements Evidence that any process agent referred to in Clause 43.2 (Service of the Parent Guarantorprocess) has accepted its appointment. (b) Evidence that the fees, costs and expenses then due from the Borrower Parent or any member of the BST Group pursuant to Clause 11 17 (Fees) ), Clause 17.5 (Interest, commission and fees on Ancillary Facilities), Clause 16 22 (Costs and expenses) and Clause 18.5 (Stamp taxes) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)first Utilisation Date. (c) Any and all information and documents required and requested in advance by each of The Group Structure Chart which shows the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to BST Group assuming the Finance Documents to the reasonable satisfaction of such Finance PartyClosing Date has occurred. (d) At least one The Reports together with confirmation that they can be relied upon by the Finance Parties. (1e) Business Day A copy, certified by an authorised signatory of the Parent to be a true copy, of (i) the Original Financial Statements of each member of the Target Group and (ii) the opening balance sheet of the Parent. (f) A certificate signed by an authorised signatory of the Parent specifying each member of the BST Group (assuming the Closing Date has occurred) which is a Dormant Company as at the Closing Date together with certified copies (certified by such Authorised signatory to be a true copy) of the last audited accounts of each such Dormant Company. (g) Evidence that the transactions referred to in Steps 1 to 4 of the Structure Memorandum will be completed on or prior to the service Closing Date. (h) The Funds Flow Statement in a form agreed by the Parent and the Agents detailing the proposed movement of funds on or before the Closing Date. (i) A Certificate of the Utilisation Request Parent (signed by a director) detailing the estimated Acquisition Costs. (j) A Certificate of the Original Borrower (signed by a director) certifying that: (i) each of the conditions to Completion specified in the Sale and Purchase Agreement has been satisfied or, with the consent of the Agents, waived (other than payment of the purchase price which will be satisfied immediately following shall have utilisation of the Term Facilities); (ii) no Acquisition Document has been amended, varied, novated, supplemented, superseded, waived or terminated except with the consent of the Agents; (iii) the Original Borrower is not aware of any breach of any warranty or any claim under the Sale and Purchase Agreement; (iv) no Material Adverse Effect (as defined in the Sale and Purchase Agreement) has occurred; and (v) upon utilisation of the Term Facilities, Completion will occur. (k) A certificate of the Parent (signed by a director) certifying that: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation DateSubscription Agreements are in full force and effect; (ii) the Lenders shall Original Investors have approved to their satisfaction subscribed for shares in the form Parent in an aggregate amount of Intercompany Leasenot less than EUR 63,000,000 and that the Parent has subscribed for shares in the Original Borrower in an aggregate amount of not less than EUR 10,000,000; (iii) those shares subscribed for have been issued fully paid; Shares in the Lenders Parent EUR 63,000,000 Shares in the Original Borrower EUR 10,000,000 (l) Utilisation Requests relating to any Loans to be made on the Closing Date. (m) Evidence that any third party Financial Indebtedness of any member of the Target Group will be unconditionally and irrevocably discharged prior to or simultaneously with the initial funding of the Term Facilities and all existing security of any such entity will be unconditionally and irrevocably released prior to or simultaneously with such initial funding. (n) A certificate of the Parent confirming which companies within the BST Group are Material Companies. (o) A solvency certificate from the finance director of each member of the BST Group (to the extent not included in the relevant director’s certificate). (p) Evidence that Debt Cover (for the avoidance of doubt, excluding the operating leases referred to in paragraph (t) below) as at the Closing Date (calculated on a pro-forma basis for the last twelve months) for the Target Group is not greater than 3.9:1. (q) A certificate signed by an authorised signatories of the Parent confirming that the aggregate net present value (calculated in accordance with the Sale and Purchase Agreement) of the Post-Closing Leases does not exceed the Post-Closing Leases Maximum Amount or if the Post-Closing Leases Maximum Amount is to be exceeded, evidence that cash is/will be held in escrow in a Holding Account in the amount of the excess. (r) Evidence that all applicable anti-money laundering and “know your customer” laws and regulations applicable to each Original Obligor have been complied with, including receipt of all documentation and other information that may be required in order to enable compliance with the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). 1. An Accession Letter executed by the Additional Obligor and the Parent. 2. A copy of the constitutional documents of the Additional Obligor and (if applicable) a recent excerpt from its counselcommercial register. 3. A copy of a resolution of the board of directors (and/or, if applicable, the supervisory or advisory board or the shareholder(s)) shall have received of the followingAdditional Obligor: (Aa) approving the Assurance terms of, and the transactions contemplated by, the Accession Letter in and the form agreed duly executed by all parties theretoFinance Documents and resolving that it execute, deliver and perform the Accession Letter and any other Finance Document to which it is party; (Bb) certificate of authorising a specified person or persons to execute the Secretary Accession Letter and other Finance Documents on its behalf; (c) authorising a specified person or Assistant Secretary of persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee Finance Documents to which it is a party;; and (Cd) authorising the Parent to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. Except where the Additional Obligor is incorporated in Germany, a certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 6. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Letter. 7. If available, the latest audited financial statements of the Additional Obligor. 8. The following legal opinions, each addressed to the extent not delivered under paragraph Agent, the Security Agent and the Lenders: (Ba) above, certified copies A legal opinion of the articles legal advisers to the Parent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Letter. (b) If the Additional Obligor is incorporated in or certificate has its “centre of incorporationmain interest” or “establishment” (as referred to in Clause 24.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the Parent Guarantor, together with certificates of good standing or existence, as may be available from legal advisers to the Secretary of State of Agent in the jurisdiction of organization its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the Parent Guarantor;governing law of that Finance Document (the “Applicable Jurisdiction”) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Letter. 9. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (D) satisfactory evidence on Service of process), if not an Obligor, has accepted its appointment in relation to the due execution proposed Additional Obligor. 10. Any security documents which, consistent with the Security Principles, are required by the Department Agents executed by the proposed Additional Obligor. 11. Any notices or documents required to be given or executed under the terms of those security documents. 12. An accession memorandum to the Intercreditor Deed executed by the Additional Obligor. 13. Such documentary evidence as legal counsel to the Agents may reasonably require, that such Additional Obligor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Parent (a) Pledge over shares in the Original Borrower (b) First Lien Security Agreement (c) Second Lien Security Agreement (d) First Lien Intellectual Property Security Agreement (e) Second Lien Intellectual Property Security Agreement (a) notification of companies whose shares are pledged – notary is to be instructed to notify accordingly without delay The Original Borrower (a) Pledge over shares in the Target (b) Account pledges (a) notification of companies whose shares are pledged – notary is to be instructed to notify accordingly without delay (b) notification of account keeping banks and request of waiver of their prior ranking rights pursuant to the relevant banks’ standard terms and conditions – no later than 10 business days after the date of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.relevant account pledge agreement

Other documents and evidence. (a) The Evidence that any process agent referred to in Clause 45.2 (Service of process), if not an Original Financial Statements of the Parent GuarantorObligor, has accepted its appointment. (b) The Group Structure Chart together with a spreadsheet showing which members of the Group are Material Companies and, assuming the Closing Date has occurred, showing compliance with the requirements of Clause 27.14 (Guarantors). (c) The initial Budget. (d) The Reports (together with reliance letters). (e) A copy of the Original Financial Statements. (f) The monthly management accounts of the Target Group for the month most recently ending before the Closing Date for which such monthly management accounts are available. (g) The offering memorandum relating to Target including segment EBITDA, gross margin, three years’ audited financial statements and the quarterly financial statements contained in the Original Financial Statements. (h) A copy of the securities rating in relation to the Senior Secured Notes to be issued by Bondco. (i) The Structure Memorandum. (j) The Funds Flow Statement. (k) The agreed Base Case Model. (l) A certificate of the Parent setting out details of the Acquisition Costs. (m) A certificate of the Parent confirming that: (i) the conditions to closing (other than payment of the purchase price) under the Acquisition Agreement have been satisfied; (ii) the Acquisition Documents have not been amended, varied or waived (without the consent of the Agent) save for any amendments or waivers which do not materially and adversely affect the interests of the Lenders; and (ii) so far as the Parent is aware neither the Parent nor the Company is entitled to terminate or rescind the Acquisition Agreement or otherwise refuse to complete that part of the Acquisitions governed by the Acquisition Agreement (or would have been so entitled but for any waiver or amendment which has not been consented to by the Agent); (iii) all requisite consents, corporate, regulatory, tax, competition, shareholder and other authorisations and approvals required under the Acquisition Documents (other than in relation to the Chinese Target or the South African Target if they are not being acquired on the Closing Date) have been obtained (and a copy of each such approval provided to the Agent). (n) A certificate of the Parent confirming that the Original Equity Commitment has been made available to the Company and will be applied towards payment of the purchase price under the Acquisition Agreement simultaneously with first drawdown of Senior Secured Indebtedness upon which payment 100% of the total issued share capital of Target (other than the share capital of the Chinese Target and/or the South African Target if they are not being acquired on the Closing Date) will be acquired by the relevant Bidco. (o) Copies of customary (as determined by the Agent (acting reasonably)) “know your customer” information in relation to any Original Obligor. (p) Evidence that the fees, costs and expenses then due from the Borrower Parent pursuant to Clause 11 17 (Fees), Clause 18.5 (Stamp taxes) and Clause 16 22 (Costs and expenses) have been paid or will (simultaneously with first drawdown of Senior Secured Indebtedness) be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses paid. (including reasonable fees, charges and disbursements of counsel q) Evidence satisfactory to the Agent required to that there is or will (simultaneously with first drawdown of Senior Secured Indebtedness) be reimbursed no Financial Indebtedness, no guarantee by any member of the Group in respect of any Financial Indebtedness and no Security or paid by Quasi-Security in respect of Financial Indebtedness over the Borrower hereunder)assets of any member of the Target Group other than Permitted Financial Indebtedness, Permitted Guarantees and Permitted Collateral Liens, respectively. (cr) Any and all information and documents required and requested in advance by each Evidence that a drawdown under the Bridge Facility Agreement or the issuance of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party Senior Secured Notes pursuant to the Finance Documents to Engagement Letter has occurred or will occur (in an amount not less than €600,000,000) prior to, or at the reasonable satisfaction of such Finance Partysame time as first drawing under the Facility. (ds) At least one (1) Business Day prior to the service discretion of the Utilisation Request the following shall have occurred: Company, either (i) evidence that the parties shall articles of association of German Target have agreed on been amended and do not stipulate a consent requirement of the forms shareholders or the shareholders’ meeting in connection with the creation of all Finance Documents to be executed on any pledge over the Utilisation Date; shares in German Target, or (ii) the Lenders shall have approved to their satisfaction the form an original copy of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly a German law share pledge agreement executed by the Vendor in relation to all parties thereto; (B) certificate of the Secretary or Assistant Secretary issued share capital of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerGerman Target.

Other documents and evidence. (a) The Original Financial Statements of SISA Guarantee duly executed by the Parent GuarantorGuarantor and the Agent. (b) Evidence that the process agent referred to in Clause 41.2 (SERVICE OF PROCESS) has accepted its appointment. (c) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (d) The Original Financial Statements. (e) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 14 (FeesFEES) and Clause 16 19 (Costs and expensesCOSTS AND EXPENSES) have been paid or will be paid when due within 5 Business Days from the date of this Agreement. (f) Evidence of the aggregate total amount of Financial Indebtedness of the Group as at 31 May 2001 including details of the amount, identity of the borrower/debtor and the lender/creditor together with confirmation of any material changes since that date to the extent known by the Borrower. (g) A certificate from the Borrower including reimbursement or payment duly executed by an authorised signatory setting out the name and relevant details of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)each Material Subsidiary. (ch) Any and all information and documents required and requested in advance by each of A letter from the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party Borrower addressed to the Finance Documents Lead Arrangers detailing the repayment profile and timing thereof of all SD ▇▇▇▇▇▇ Group indebtedness. SCHEDULE 3 REQUESTS PART A UTILISATION REQUEST From: Sappi Papier Holding AG To: Citibank International plc as Agent Dated: Dear Sirs SAPPI PAPIER HOLDING AG - EURO 900,000,000 CREDIT AGREEMENT DATED [ ] 2001 1. [We wish to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request borrow a Loan on the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents terms]/[We wish a Guarantee to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the followingissued as follows]: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.:

Other documents and evidence. (a) Executed original of the Advisory Mandate letter. (b) A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document. (c) The Original Financial Statements of the Parent Guarantoreach Obligor. (bd) A copy of the interim financial statements of the Group for the nine months ended 30 September 2011. (e) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Borrower hereunder)first Utilisation Date. (cf) Any Confirmation from the Lender that it has carried out and is satisfied with the results of all information necessary “know your customer” or other similar checks under all applicable laws and documents required and requested in advance regulates pursuant to the transactions contemplated by the Relevant Documents. (g) Confirmation from the Lender that it has received each of the Finance Parties for its “know-your-customer” requirements with respect following documents in form and substance satisfactory to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred:it (i) a copy of the parties shall have agreed on Fifth Modification Agreement duly executed by each party to it accompanied by a certificate issued by the forms Borrower that the process for MOFCOM approval of all Finance Documents to be executed on the Utilisation DateFifth Modification Agreement has been initiated; (ii) a copy of a Reserve Report dated on or around the Lenders shall have approved to their satisfaction the form date of Intercompany Leasethis Agreement; (iii) legal memorandum issued by ▇▇▇▇▇ & ▇▇▇▇▇▇▇ regarding the Lenders extension of exploration period under the Production Sharing Contract; (or its counseliv) shall have received a copy of the followingExpenditure Schedule; (v) evidence of appointment of process agent under the Account Charge Agreement; and (vi) a copy of a financial forecast for each Obligor for the 2 years following the date of this Agreement including, without limitation, a cash flow projection showing: (A) the Assurance Letter in the form agreed duly executed by all parties thereto;each Obligors' projected liabilities for such period; and (B) certificate all sources of funds available to each Obligor to meet such projected liabilities in such period. SCHEDULE 2 PART I Utilisation Request Far East Energy (Bermuda), Ltd. - U.S.$25,000,000 Facility Agreement 1. We refer to the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it Agreement. This is a party;Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [________] or, if that is not a Business Day, the next Business Day) Amount: [________] or, if less, the Available Commitment 3. We confirm that each condition specified in Clause 4.2 (CFurther conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law powerDisbursement Account.

Other documents and evidence. (a) Evidence that any process agent referred to in Clause 37.2 (Service of process) has accepted its appointment. (b) Evidence that: (i) all amounts that are outstanding under the Existing Credit Agreement have been or will be repaid in full; and (ii) the total commitments under the Existing Credit Agreement have been or will be cancelled in full, in each case on or before the first Utilisation Date, it being agreed that a copy of the notice from the Company to the facility agent under the Existing Credit Agreement (the Existing Facility Agent) stating that it will prepay and cancel that facility in full on or prior to the first Utilisation Date and a confirmation from the Existing Facility Agent of the outstanding principal amounts to be paid, shall be sufficient evidence. (c) The Original Financial Statements of the Parent GuarantorCompany. (d) A Compliance Certificate, based on the financial statements referred to in paragraph (b) of the definition of Original Financial Statements. (e) Evidence that the fees, costs and expenses then due from the Borrower Company pursuant to Clause 11 22 (Fees) and Clause 16 24 (Costs and expensesExpenses) have been paid or will be paid when due from by the Borrower including reimbursement first Utilisation Date. (f) A copy of any other Authorisation or payment other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of all reasonable out-of-pocket expenses the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. To: [BANK OF AMERICA, N.A.] as Facility Agent From: MGM CHINA HOLDINGS LIMITED Date: [ ] MGM CHINA HOLDINGS LIMITED – Revolving Facilities Agreement dated [●] (including reasonable fees, charges and disbursements of counsel the Agreement) 1. We refer to the Agent required Agreement. This is a Request. Capitalised terms defined in the Agreement shall have the same meaning when used in this Request unless otherwise defined. 2. We wish to be reimbursed or paid by borrow a Loan on the Borrower hereunder).following terms: (a) Utilisation Date: [ ]; (b) Amount/currency: [HK$][ ]1; (c) Any and all information and documents required and requested in advance by each of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance PartyTerm: [[ ] 3. Our payment instructions are: [ ]2. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.

Other documents and evidence. (a) The 4.1 A copy of the Original Financial Statements Statements. 4.2 A copy of the Parent GuarantorFranca-Nevada Loan Agreement and all Encumbrances and guarantees given by any member of the Group in connection therewith. 4.3 The Facility Agent has received a copy of an irrevocable notice of prepayment of the Facility Outstandings (bas defined in the Existing Borrower Facility Agreement) and each lender under the Existing Borrower Indebtedness has irrevocably waived any notice period or other administrative requirement or notice period relating to the prepayment of the Facility Outstandings (as defined in the Existing Borrower Facility Agreement) owing to it. 4.4 The Facility Agent has confirmed that it has received an amount equal to ZAR500,000,000 (Five Hundred Million Rand) from the Original Borrower, together with an irrevocable payment instruction to apply such amount to repayment of the Existing Borrower Indebtedness on the First Utilisation Date. 4.5 A copy of any other Authorisation, consent or other document, opinion or assurance which the Facility Agent considers to be necessary (if it has notified the Original Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. 4.6 Evidence that the fees, costs and expenses then due from the Original Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from by the Borrower including reimbursement date of the First Utilisation Date. 4.7 Such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or payment on behalf of any other Finance Party) in order for the Facility Agent and each other Finance Party to carry out and be satisfied it has complied with all reasonable out-of-pocket expenses necessary “know your customer” or similar identification procedures under applicable laws and regulations (including reasonable feesthe Financial Intelligence Centre Act, charges and disbursements of counsel 2001) pursuant to the Agent required to be reimbursed or paid transactions contemplated in the Finance Documents. 4.8 A list specifying all immovable property owned by the Original Borrower hereunder)on which the Driefontein mining operations are being conducted in form and substance satisfactory to the Facility Agent. (c) Any 1. An Accession Letter duly executed by the Additional Obligor and all information and documents required and requested in advance by each the Original Borrower. 2. A copy of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is Constitutional Documents of the Additional Obligor. 3. A copy of a party to resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor: 3.1 approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents to and resolving that it execute and perform the reasonable satisfaction of such Accession Letter and any other Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurred: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee Document to which it is a party; (C3.2 if the Additional Obligor is incorporated in South Africa, complying with the requirements of section 45(3)(b), section 45(4) to the extent not delivered under paragraph (B) above, certified copies and section 46 of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent GuarantorCompanies Act; (D) satisfactory evidence on 3.3 authorising a specified person or persons to execute the due execution by the Department of the UKSAR2G Contract and the Assurance Accession Letter and the entry into other Finance Documents on its behalf; 3.4 authorising a specified person or persons, on its behalf, to sign and/or despatch the UKSAR2G Contract Accession Letter and all other documents and notices to be signed and/or despatched by it under or in connection with the Assurance Letter pursuant Finance Documents; and 3.5 authorising the Original Borrower to act as its public law poweragent in connection with the Finance Documents. 4. A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor comply with the requirements of section 45(3)(b) and section 45(4) of the Companies Act.

Other documents and evidence. (a) The Original Financial Statements 6.1 Evidence that Cell C has received funding for its operational and liquidity requirements from its shareholders and/or other stakeholders to the satisfaction of the Parent GuarantorFinance Parties, including, but not limited to, the following: 6.1.1 the Airtime Facility Lenders agreeing to extend the maturity date of their airtime facilities (with such agreement detailed in executed legal documentation) for a period and under terms satisfactory to the Lenders; 6.1.2 payment by Blue Label to Cell C of at least R750,000,000 to settle its payables account at Cell C; 6.1.3 R110,000,000 has been provided by Investec Bank to Blue Label to be used to settle its payables account at Cell C; and 6.1.4 the deferment by MTN of any payments to be made by Cell C to MTN as detailed in the Cell C liquidity report, except for any such condition which requires all conditions precedent to this Agreement to have been satisfied or waived. (b) Evidence 6.2 Confirmation from Nedbank that its general banking facility is fully committed for the fees, costs and expenses then due duration of Senior Facility F. 6.3 An undertaking by Blue Label that it will continue to acquire at least R500,000,000 of airtime from Cell C per month in order to maintain a fully funded Cell C position despite the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment sale of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid Cell C airtime by the Borrower hereunder)as detailed in an agreement between the Borrower and the Airtime Facility Lenders. 6.4 A copy of any other authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary (cif it has notified the Borrower accordingly) Any in connection with the entry into and all information performance of the transactions contemplated by any Finance Document or for the validity and documents required enforceability of any Finance Document. 6.4 NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED (the Borrower) NET1 UEPS TECHNOLOGIES, INC (Holdco) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) NEDBANK LIMITED (ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION) (the Arrangers) THE FINANCIAL INSTITUTIONS LISTED IN PART II OF SCHEDULE 1 (THE ORIGINAL PARTIES) (the Original Senior Lender) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (the Facility Agent) MAIN STREET 1692 (RF) PROPRIETARY LIMITED (the Debt Guarantor) 1. Definitions and requested Interpretation 1 2. The Senior Facilities 32 3. Purpose 34 4. Conditions of Utilisation 34 5. Utilisation 35 6. Repayment 36 7. Prepayment and Cancellation 36 8. Prepayment Offers and priorities 43 9. Interest and Interest Periods 46 10. Changes to the Calculation of Interest 46 11. Break Costs and Break Gains 47 12. Fees 47 13. Tax Gross-up and Indemnities 49 14. Changes in advance Costs 52 15. Other Indemnities 54 16. Mitigation by each the Lenders 55 17. Costs and Expenses 56 18. Guarantee and Indemnity 57 19. Representations 62 20. Information Undertakings 70 21. Financial Covenants 74 22. General Undertakings 76 23. Events of ▇▇▇▇▇▇▇ ▇▇ ▇▇. Changes to the Lenders 98 25. Changes to the Obligors 100 26. Changes to the Debt ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇. The Administrative Parties 102 28. Sharing Among the Finance Parties 103 29. Conduct of Business by the Finance Parties 104 30. Finance Party Rights 104 31. Payment Mechanics 105 32. Set-off 107 33. Calculations and Certificates 107 34. Notices 107 35. Amendments and Waivers 111 36. Confidentiality 111 37. General Provisions 113 38. Governing Law 116 39. Jurisdiction 116 40. Waiver of Jury Trial 116 41. Waiver of Immunity 116 Schedule 1 The Origingal parties 118 Schedule 2 Conditions Precedent 120 Schedule 3 Form of Transfer Certificate 126 Schedule 4 Form of Accesion Letter 129 Schedule 5 Form of Resignation Letter 132 Schedule 6 Form of Compliance Certificate 134 Schedule 7 Form of Auditors Certification 136 Schedule 8 Acceptable Lenders 139 Schedule 9 Form of Confidentiality Undertaking 140 Schedule 10 Disclosure Schedule 144 Schedule 11 Dormant Subsidiaries 151 Schedule 12 Locked Airtime 152 THIS AGREEMENT is made between: (1) NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED, registration number 2002/031446/07 (the Borrower); (2) NET1 UEPS TECHNOLOGIES, INC. a Florida corporation (Holdco); (3) THE PARTIES listed in Part I of Schedule 1 (The Original Parties) as original guarantors (the Original Guarantors); (4) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) and NEDBANK LIMITED (ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION), as mandated lead arrangers (in this capacity, the Arrangers); (5) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as original lenders (in this capacity, the Original Senior Lenders); (6) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as agent of the other Finance Parties (the Facility Agent); and (7) MAIN STREET 1692 (RF) PROPRIETARY LIMITED, registration number 2019/109642/07, as holder of security for the benefit of the Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to (the Finance Documents to the reasonable satisfaction of such Finance Party. (d) At least one (1) Business Day prior to the service of the Utilisation Request the following shall have occurredDebt Guarantor). IT IS AGREED as follows: (i) the parties shall have agreed on the forms of all Finance Documents to be executed on the Utilisation Date; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease; (iii) the Lenders (or its counsel) shall have received the following: (A) the Assurance Letter in the form agreed duly executed by all parties thereto; (B) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directors, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a party; (C) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.

Other documents and evidence. (a) The Original Financial Statements A written confirmation from the Rating Agency that that the Rating would not be downgraded, withdrawn or qualified as a result of the Parent Guarantorentry by the Borrowers into the ACF Refinancing Documents. (b) Evidence that the Borrower Security Group Agent has notified the Borrower Security Trustee that it and Caruna Espoo and Caruna Oy intend to enter into this Deed; (c) Evidence that a copy of this Deed (including the Amended IACFA) executed by all the Parties has been provided to the Borrower Security Trustee. (d) Evidence that the fees, costs and expenses then due from the Borrower Borrowers pursuant to Clause 11 the Initial ACF Finance Documents (Fees) and Clause 16 (Costs and expensesincluding this Deed) have been paid or will be paid when due from the Borrower including reimbursement on or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel prior to the Agent required to be reimbursed or paid by the Borrower hereunder)Effective Date. (ce) Any and Completion of all information and documents required and requested in advance by each of the Finance Parties for its “know-your-know your customer” requirements or similar checks under all applicable laws and regulations which the Continuing Lenders and the Successor Agent consider necessary in connection with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of such Finance Partytheir entry into this Deed. (df) At least one A copy of a structure chart showing the holding structure of the Borrower Security Group as of the Effective Date, certified by a director of the Company. (1g) Business Day prior Evidence that the Borrower Security Group Agent has notified the Borrower Security Trustee that it intends to accede the Successor Agent to the service Common Terms Agreement, the Borrower STID and the Master Definitions Agreement as Initial ACF Agent and Borrower Secured Creditor Representative to replace the Retiring Agent. (h) Delivery to the Borrower Security Trustee by the Successor Agent of (i) a notice setting out the details of its appointment as Initial ACF Agent and Borrower Secured Creditor Representative and confirming its address, telephone and fax number, contact person and email address, and (ii) a copy of the Utilisation Request relevant Borrower Finance Document(s) evidencing or regulating the following shall have occurred:relevant Borrower Secured Liabilities, duly executed by the parties thereto. (i) A copy of each of the following documents, duly executed by the parties shall have agreed on thereto (and copies of any amendment, supplemental or accession agreements in respect of the forms of all Finance Documents to be executed on the Utilisation Datesame): (i) Common Terms Agreement; (ii) the Lenders shall have approved to their satisfaction the form of Intercompany Lease;Master Definitions Agreement; and (iii) each Borrower Security Document. BNP Paribas SA Bankfilial Sverige €43,750,000.00 €0.00 €43,750,000.00 CIBC World Markets plc €43,750,000.00 €0.00 €43,750,000.00 Export Development Canada €43,750,000.00 €0.00 €43,750,000.00 National Westminster Bank plc €43,750,000.00 €0.00 €43,750,000.00 OP Corporate Bank plc €43,750,000 €30,000,000.00 €73,750,000.00 RBC Europe Limited €43,750,000.00 €0.00 €43,750,000.00 Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ) €43,750,000.00 €0.00 €43,750,000.00 Sumitomo Mitsui Banking Corporation, Brussels Branch €43,750,000.00 €0.00 €43,750,000.00 TOTAL: €350,000,000.00 €30,000,000.00 €380,000,000.00 SCHEDULE 4 FORM OF AMENDED IACFA This Agreement is made on 3 February 2016 and amended and restated on the Lenders Amendment and Restatement Date (or its counselas defined below) shall have received the followingbetween: (A1) CARUNA NETWORKS OY, a company incorporated in Finland with limited liability (registered number 2584904-3) (the Assurance Letter in the form agreed duly executed by all parties thereto“Company” and “Borrower Security Group Agent”); (B2) certificate of the Secretary or Assistant Secretary of the Parent Guarantor attaching and certifying copies of its articles of incorporation and its bylaws and of the resolutions of its board of directorsCARUNA OY, and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its obligations thereunder and certifying the name, title and true signature of each officer of the Parent Guarantor executing the Parent Guarantee to which it is a partycompany incorporated in Finland with limited liability (registered number 1618314-7) (“Caruna Oy”); (C3) to the extent not delivered under paragraph (B) above, certified copies of the articles or certificate of incorporation, of the Parent Guarantor, together with certificates of good standing or existenceCARUNA ESPOO OY, as may be available from the Secretary of State of the jurisdiction of organization of the Parent Guarantora company incorporated in Finland with limited liability (registered number 2059588-1) (“Caruna Espoo”); (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the Assurance Letter and the entry into the UKSAR2G Contract and the Assurance Letter pursuant to its public law power.