Senior Facilities Agreement Sample Contracts

Senior Facilities Agreement (April 24th, 2018)

PROJECT QUASAR PLEDGECO, S.L.U., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain holding tax identification number B88038419 (the Company);

Blitz 17655 SE – SENIOR FACILITIES AGREEMENT Dated 28 March 2018 for Spark Networks SE Arranged by Silicon Valley Bank as Mandated Lead Arranger With Silicon Valley Bank Acting as Agent and Silicon Valley Bank Acting as Security Agent Osborne Clarke Rechtsanwalte Steuerberater Partnerschaft mbB Contents (April 2nd, 2018)

1. Definitions and interpretation 1 2. The Facilities 32 3. Purpose 33 4. Conditions of Utilisation 33 5. Utilisation 35 6. Optional Currencies 36 7. Ancillary Facilities 36 8. Establishment of Incremental Facilities 40 9. Repayment 45 10. Illegality, voluntary prepayment and cancellation 48 11. Mandatory prepayment and cancellation 49 12. Restrictions 52 13. Interest 54 14. Interest Periods 55 15. Changes to the Calculation of Interest 55 16. Fees 57 17. Tax gross-up and Indemnities 58 18. Increased Costs 62 19. Other Indemnities 63 20. Mitigation by the Lenders 65 21. Costs and expenses 65 22. Guarantee and indemnity; acknowledgment of assignment for security purposes 66 23. Representations 71

Acting as Security Agent Senior Facilities Agreement Relating to a Ps295,000,000 Committed Revolving Facility (February 21st, 2018)

CABOT FINANCIAL LIMITED, a private limited liability company incorporated under the laws of England and Wales with company registration number 5714535 and with its registered office at 1 Kings Hill Avenue, Kings Hill, West Malling, Kent, ME19 4UA (the "Parent");

UGI Corporation – Senior Facilities Agreement (August 7th, 2015)

UGI FRANCE, a societe par actions simplifiee, incorporated under the laws of France under registration number 452 431 232 RCS Nanterre, having its registered office at Immeuble Les Renardieres, 3 Place de Saverne, 92400 Courbevoie, and represented by duly authorised signatories for the purpose of this Agreement (the "Parent");

Luxfer Holdings Plc – Senior Facilities Agreement (March 31st, 2014)

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

Anooraq Resources Corp. – Amended and Restated Transaction Framework Agreement (Including Amendments to the Senior Facilities Agreement and the Implementation Agreement) (March 31st, 2014)
Net 1 UEPS Technologies, Inc. – KRW85,000,000,000 SENIOR FACILITIES AGREEMENT Dated October 28, 2013 NET1 APPLIED TECHNOLOGIES KOREA -Borrower- THE BANKS AND FINANCIAL INSTITUTIONS IN SCHEDULE I -Original Lenders- HANA BANK -Facility Agent- HANA BANK -Security Agent- HANA DAETOO SECURITIES CO., LTD. -Mandated Lead Arranger- (October 31st, 2013)

SCHEDULES SCHEDULE 1: LENDERS AND THEIR COMMITMENTS SCHEDULE 2: CONDITIONS OF UTILISATION SCHEDULE 3: UTILISATION REQUEST SCHEDULE 4: FORM OF TRANSFER CERTIFICATE SCHEDULE 5: CONTACT DETAILS SCHEDULE 6: TIMETABLE SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE

Dated 7 JUNE 2013 VIRGIN MEDIA FINANCE PLC as Parent VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED VIRGIN MEDIA LIMITED VIRGIN MEDIA WHOLESALE LIMITED VMIH SUB LIMITED VIRGIN MEDIA SFA FINANCE LIMITED VIRGIN MEDIA BRISTOL LLC as Original Borrowers VIRGIN MEDIA FINANCE PLC VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED VIRGIN MEDIA LIMITED VIRGIN MEDIA WHOLESALE LIMITED VMIH SUB LIMITED VIRGIN MEDIA SFA FINANCE LIMITED VIRGIN MEDIA SECURED FINANCE PLC VIRGIN MEDIA BRISTOL LLC NTL VICTORIA LIMITED as Original Guarantors CREDIT SUISSE AG, LONDON BRANCH as Global Coordinator CREDIT SUISSE AG, LONDON BRANCH B (June 12th, 2013)
Luxfer Holdings Plc – Senior Facilities Agreement (March 29th, 2013)

Part 2 - Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with Sponsor Affiliate

Virgin Media – Senior Facilities Agreement Virgin Media Inc. As Ultimate Parent Virgin Media Finance PLC as Parent Virgin Media Investment Holdings Limited Virgin Media Limited Virgin Media Wholesale Limited VMIH Sub Limited Virgin Media SFA Finance Limited as Original Borrowers the Original Guarantors Deutsche Bank AG, London Branch BNP Paribas London Branch as Global Coordinators and Physical Bookrunners Deutsche Bank AG, London Branch BNP Paribas London Branch Credit Agricole Corporate and Investment Bank GE Corporate Finance Bank SAS Goldman Sachs International J.P. Morgan PLC Lloyds TSB Corporate Market (May 23rd, 2011)
UGI Corporation – SENIOR FACILITIES AGREEMENT 380,000,000 Term Facility 40,000,000 Revolving Facility Dated 16 March 2011 AGZ HOLDING as Parent and Borrower ANTARGAZ as Borrower THE ENTITIES NAMED HEREIN as Lenders BNP PARIBAS CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS ET DILE DE FRANCE CREDIT LYONNAIS NATIXIS as Mandated Lead Arrangers and Bookrunners BARCLAYS BANK PLC BANQUE COMMERCIALE POUR LE MARCHE DE LENTREPRISE ING BELGIUM SA, SUCCURSALE EN FRANCE as Mandated Lead Arrangers BANCO BILBAO VIZCAYA ARGENTARIA CREDIT DU NORD HSBC FRANCE CREDIT SUISSE INTERNATIONAL BRED BANQUE POPULAIRE BANQUE PALATIN (May 6th, 2011)
Elster Group SE – 12 June 2005 as Amended and Restated on 11 July 2005, 17 August 2005, 13 February 2006, 19 May 2006, 30 October 2006, 3 May 2007, 24 April 2008, 14 November 2008 and 11 November 2009 and as Amended on 11 January 2010 and 13 October 2010 ELSTER HOLDINGS GMBH (Formerly ELSTER GROUP GMBH and NACHTWACHE ACQUISITION GMBH) as Bidco, a Borrower and a Guarantor the Other Companies Named Herein as Borrowers and Guarantors CIBC WORLD MARKETS PLC DEUTSCHE BANK AG, LONDON BRANCH and THE ROYAL BANK OF SCOTLAND PLC, FRANKFURT BRANCH as Mandated Lead Arrangers THE LENDERS NAMED HEREIN as Original Lenders DEU (March 10th, 2011)

No Obligor will, and each Obligor will procure that none of its Subsidiaries will, make or agree to make or permit to be outstanding any loans or grant or agree to grant any credit other than:

Virgin Media – Senior Facilities Agreement Virgin Media Inc. As Ultimate Parent Virgin Media Finance PLC as Parent Virgin Media Investment Holdings Limited Virgin Media Limited Virgin Media Wholesale Limited VMIH Sub Limited Virgin Media SFA Finance Limited as Original Borrowers the Original Guarantors Deutsche Bank AG, London Branch BNP Paribas London Branch as Global Coordinators and Physical Bookrunners Deutsche Bank AG, London Branch BNP Paribas London Branch Credit Agricole Corporate and Investment Bank GE Corporate Finance Bank SAS Goldman Sachs International J.P. Morgan PLC Lloyds TSB Corporate Market (February 16th, 2011)
Net 1 UEPS Technologies, Inc. – NET1 APPLIED TECHNOLOGIES KOREA Holdco HANA DAETOO SECURITIES CO., LTD. Mandated Lead Arranger HANA BANK SHINHAN BANK WOORI BANK Lead Arrangers THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 Original Lenders HANA BANK Agent HANA BANK Security Agent OCTOBER 29, 2010 SENIOR FACILITIES AGREEMENT KRW130,500,000,000 (November 3rd, 2010)

HANA BANK, SHINHAN BANK AND WOORI BANK as lead arrangers (the "Lead Arrangers" and together with the Mandated Lead Arranger, the Arrangers);

Elster Group SE – 12 June 2005 as Amended and Restated on 11 July 2005, 17 August 2005, 13 February 2006, 19 May 2006, 30 October 2006, 3 May 2007, 24 April 2008, 14 November 2008 and 11 November 2009 and as Amended on 11 January 2010 ELSTER HOLDINGS GMBH (Formerly ELSTER GROUP GMBH and NACHTWACHE ACQUISITION GMBH) as Bidco, a Borrower and a Guarantor the Other Companies Named Herein as Borrowers and Guarantors CIBC WORLD MARKETS PLC DEUTSCHE BANK AG, LONDON BRANCH and THE ROYAL BANK OF SCOTLAND PLC, FRANKFURT BRANCH as Mandated Lead Arrangers THE LENDERS NAMED HEREIN as Original Lenders DEUTSCHE BANK AG, LONDO (September 13th, 2010)

THIS AGREEMENT is made on 12 June 2005 (as amended and restated on 11 July 2005, 17 August 2005, 13 February 2006 , 19 May 2006, 30 October 2006, 3 May 2007, 24 April 2008, 4 November 2008 and 11 November 2009 and as amended on 11 January 2010)

DATED 10 MAY 2010 MELCO CROWN GAMING (MACAU) LIMITED as Company DEUTSCHE BANK AG, HONG KONG BRANCH as Agent DB TRUSTEES (HONG KONG) LIMITED as Security Agent AND OTHERS FOURTH AMENDMENT AGREEMENT IN RESPECT OF THE SENIOR FACILITIES AGREEMENT (August 13th, 2010)

(A) The parties hereto entered into a USD1,750,000,000 Senior Secured Term Loan and Revolving Credit Facilities Agreement dated 5 September 2007 as amended pursuant to a transfer agreement between, inter alios, the parties hereto dated 17 October 2007, a Supplemental Deed in respect of the Deed of Appointment between, 3 -inter alios, the parties hereto dated 19 November 2007, an amendment agreement between the parties hereto dated 7 December 2007, a second amendment agreement between the parties hereto dated 1st September 2008, a third amendment agreement between the parties hereto dated 1 December 2008 and as further amended pursuant to a letter agreement between the parties hereto dated 8 October 2009 ( the Facility Agreement). (B) It has also been proposed that certain amendments be made to the Facility Agreement and certain other Finance Documents in connection

Virgin Media – PS1,250,000,000 Senior Facilities Agreement (April 12th, 2010)
US$45,000,000,000 SENIOR FACILITIES AGREEMENT 12TH JULY, 2008 for INBEV NV and INBEV WORLDWIDE S.A R.L. Arranged by BANCO SANTANDER, S.A. BARCLAYS CAPITAL BNP PARIBAS DEUTSCHE BANK AG, LONDON BRANCH FORTIS BANK SA/NV ING BANK N.V. MIZUHO CORPORATE BANK, LTD. THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. And THE ROYAL BANK OF SCOTLAND PLC as Mandated Lead Arrangers and Bookrunners and FORTIS BANK SA/NV Acting as Agent FORTIS BANK SA/NV as Issuing Bank Allen & Overy LLP (September 14th, 2009)
Central European Distribution Corporation – Dated 23 December 2008 DEED OF AMENDMENT in Respect of a SENIOR FACILITIES AGREEMENT DEED OF GUARANTEE AND COVENANTS AND INTERCREDITOR DEED Each Dated 10 July 2008 and Made Between (Among Others) PASALBA LTD. As the Company NOWDO LIMITED as the Senior Borrower or On-Loan Lender GOLDMAN SACHS INTERNATIONAL UNICREDIT BANK AUSTRIA AG ING BANK N.V. LONDON BRANCH RAIFFEISEN ZENTRALBANK OSTERREICH AG as Mandated Lead Arrangers and RAIFFEISEN ZENTRALBANK OSTERREICH AG as Facility Agent KEEP THE ORIGINAL OF THIS DOCUMENT OR ANY CERTIFIED COPIES THEREOF OUTSIDE THE REPUBLIC OF AUSTRIA. THE TAKING OF TH (August 10th, 2009)
Central European Distribution Corporation – Dated 10 July 2008 SENIOR FACILITIES AGREEMENT for PASALBA LTD as the Company NOWDO LIMITED as the Senior Borrower THE PERSONS LISTED IN PART 1 OF SCHEDULE 1 as the Original Guarantors Arranged by GOLDMAN SACHS INTERNATIONAL BANK AUSTRIA CREDITANSTALT AG ING BANK N.V., LONDON BRANCH RAIFFEISEN ZENTRALBANK OSTERREICH AG as Mandated Lead Arrangers With THE FINANCIAL INSTITUTIONS LISTED IN PART 2 OF SCHEDULE 1 as the Original Lenders RAIFFEISEN ZENTRALBANK OSTERREICH AG as Facility Agent THE LAW DEBENTURE TRUST CORPORATION p.l.c. As Security Agent and Upon Its Accession Hereto THE ISSUING BANK as (August 10th, 2009)
DATED 1st September 2008 MELCO CROWN GAMING (MACAU) LIMITED as Company DEUTSCHE BANK AG, HONG KONG BRANCH as Agent SECOND AMENDMENT AGREEMENT IN RESPECT OF SENIOR FACILITIES AGREEMENT (March 31st, 2009)
DATED 7 DECEMBER 2007 MELCO PBL GAMING (MACAU) LIMITED as Company DEUTSCHE BANK AG, HONG KONG BRANCH as Agent AMENDMENT AGREEMENT IN RESPECT OF SENIOR FACILITIES AGREEMENT (March 31st, 2009)
DATED 1 December 2008 MELCO CROWN GAMING (MACAU) LIMITED as Company DEUTSCHE BANK AG, HONG KONG BRANCH as Agent THIRD AMENDMENT AGREEMENT IN RESPECT OF SENIOR FACILITIES AGREEMENT (March 31st, 2009)
Virgin Media Announces Results of Amendments to Senior Facilities Agreement (November 10th, 2008)

LONDON, November 6, 2008 - Virgin Media Inc. (NASDAQ: VMED), a leading UK entertainment and communications business, today announced that the Agent under its senior facilities agreement has informed the Company that over 90% of its senior lenders have approved the proposed amendments. In addition, lenders who represent over 70% of the A tranches and over 80% of the B tranches have individually agreed to move into new tranches with modified payment terms. Virgin Media expects that the amendments will be signed and become effective shortly.

Contents (November 4th, 2008)

and the amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under sub-paragraphs (f)(i) and (f)(ii) above is the amount of the relevant cash cover or reduction.

Defer the Remaining Amortization Payments and the Final Maturity Date of the a Tranches and the Final Maturity Date of the Revolving Facility Until June 2012; Obtain Agreement of the Lenders Under the B Tranches to Relinquish Their Pro Rata Right to Prepayments Until the a Tranches Are Repaid, in Order to Enable Greater Paydown of Remaining Amortization Payments Under the a Tranches; Permit Additional High Yield Debt Offerings With the Net Proceeds Being Applied to Repay Indebtedness Under the Senior Facilities Agreement; Provide Flexibility to Add Tranches to the Senior Facilities Agreement T (October 14th, 2008)

The changes to the amortization schedule of the A tranches and the final maturity date of the revolving facility, as well as the relaxation of the financial covenant ratios, are conditional upon Virgin Media's repayment of at least 20% (approximately PS415 million) of the amounts currently outstandi

Contents (August 20th, 2008)

and the amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under sub-paragraphs (f)(i) and (f)(ii) above is the amount of the relevant cash cover or reduction.

SENIOR FACILITIES AGREEMENT Dated 3 March 2006, as Amended and Restated on 22 May 2006, 10 July 2006, 10 August 2006, 4 April 2007 and 15 May 2008 Between VIRGIN MEDIA INC. (Formerly Known as NTL Incorporated) as Ultimate Parent VIRGIN MEDIA FINANCE PLC (Formerly Known as NTL Cable PLC) as Parent VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED (Formerly Known as NTL Investment Holdings Limited) TELEWEST COMMUNICATIONS NETWORKS LIMITED VMIH SUB LIMITED (Formerly Known as NTLIH Sub Limited) as UK Borrowers VIRGIN MEDIA DOVER LLC (Formerly Known as NTL Dover LLC) as US Borrower THE ORIGINAL GUARANTORS D (August 7th, 2008)

VIRGIN MEDIA INC. (formerly known as NTL Incorporated), a company incorporated in the State of Delaware, United States of America, whose registered office is at 909 Third Avenue, Suite 2863, New York, NY 10022, United States of America (the Ultimate Parent);

Corporate Express Nv – AMENDED AND RESTATED SENIOR FACILITIES AGREEMENT Between BUHRMANN N.V. As Parent BUHRMANN US INC. As Existing Borrower THE ORIGINAL GUARANTORS NAMED HEREIN as Original Guarantors DEUTSCHE BANK AG, LONDON BRANCH ABN AMRO BANK N.V. As Arrangers DEUTSCHE BANK AG, LONDON BRANCH as Agent DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and THE LENDERS (March 14th, 2008)

THIS AGREEMENT is dated 23 December 2003, as amended and corrected pursuant to an amendment agreement dated 10 March 2004, a second amendment deed dated 28 June 2004, a correction of manifest errors letter dated 10 November 2004, a third amendment letter dated 1 December 2004, a fourth amendment and consent letter dated 10 March 2005 and a fifth amendment and restatement deed dated 30 November 2005, and, as of the Sixth Amendment Agreement Effective Date, by a Sixth Amendment Agreement and by a second correction of manifest errors letter dated 18 January 2007 and made between:

SCHEDULE 2 SENIOR FACILITIES AGREEMENT Dated 3 March 2006, as Amended and Restated on 22 May 2006, 10 July 2006, 10 August 2006 and 4 April 2007 Between VIRGIN MEDIA INC. (Formerly Known as NTL Incorporated) as Ultimate Parent VIRGIN MEDIA FINANCE PLC (Formerly Known as NTL Cable PLC) as Parent VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED (Formerly Known as NTL Investment Holdings Limited) TELEWEST COMMUNICATIONS NETWORKS LIMITED VMIH SUB LIMITED (Formerly Known as NTLIH Sub Limited) as UK Borrowers VIRGIN MEDIA DOVER LLC (Formerly Known as NTL Dover LLC) as US Borrower THE ORIGINAL GUARANTORS DEU (May 10th, 2007)
SCHEDULE 2 SENIOR FACILITIES AGREEMENT Dated 3 March 2006, as Amended and Restated on 22 May 2006, 10 July 2006, 10 August 2006 and 4 April 2007 Between VIRGIN MEDIA INC. (Formerly Known as NTL Incorporated) as Ultimate Parent VIRGIN MEDIA FINANCE PLC (Formerly Known as NTL Cable PLC) as Parent VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED (Formerly Known as NTL Investment Holdings Limited) TELEWEST COMMUNICATIONS NETWORKS LIMITED VMIH SUB LIMITED (Formerly Known as NTLIH Sub Limited) as UK Borrowers VIRGIN MEDIA DOVER LLC (Formerly Known as NTL Dover LLC) as US Borrower THE ORIGINAL GUARANTORS DEU (April 5th, 2007)
Corporate Express Nv – AMENDED AND RESTATED SENIOR FACILITIES AGREEMENT Between BUHRMANN N.V. As Parent BUHRMANN US INC. As Existing Borrower THE ORIGINAL GUARANTORS NAMED HEREIN as Original Guarantors DEUTSCHE BANK AG, LONDON BRANCH ABN AMRO BANK N.V. As Arrangers DEUTSCHE BANK AG, LONDON BRANCH as Agent DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and THE LENDERS 5 Old Broad Street London EC2N 1DW (March 9th, 2007)

THIS AGREEMENT is dated 23 December 2003, as amended and corrected pursuant to an amendment agreement dated 10 March 2004, a second amendment deed dated 28 June 2004, a correction of manifest errors letter dated 10 November 2004, a third amendment letter dated 1 December 2004, a fourth amendment and consent letter dated 10 March 2005 and a fifth amendment and restatement deed dated 30 November 2005, and, as of the Sixth Amendment Agreement Effective Date, by a Sixth Amendment Agreement and made between:

Amendment Letter (January 25th, 2007)

Sirona Dental Systems, Inc., as Obligors Agent under the Senior Facilities Agreement (as defined below) for and on behalf of each of the Obligors.

SCHEDULE PS4,275,652,430.56 500,000,000 $650,000,000 SENIOR FACILITIES AGREEMENT Dated 3 March 2006 as Amended and Restated on 22 May 2006 and 10 July 2006 Between TELEWEST GLOBAL, INC. (To Be Renamed NTL INCORPORATED) as Ultimate Parent NTL CABLE PLC as Parent NTL INVESTMENT HOLDINGS LIMITED TELEWEST COMMUNICATIONS NETWORKS LIMITED NTLIH SUB LIMITED as UK Borrowers NTL DOVER LLC as US Borrower THE ORIGINAL GUARANTORS DEUTSCHE BANK AG, LONDON BRANCH J.P. MORGAN PLC THE ROYAL BANK OF SCOTLAND PLC GOLDMAN SACHS INTERNATIONAL as Bookrunners and Mandated Lead Arrangers DEUTSCHE BANK AG, LONDON BRA (July 13th, 2006)
Corporate Express Nv – FIFTH AMENDMENT AND RESTATEMENT DEED Dated 30 November 2005 in Respect of a 730,000,000 SENIOR FACILITIES AGREEMENT Dated 23 December 2003 Between BUHRMANN N.V. As Obligors Agent THE GUARANTORS NAMED HEREIN as Guarantors DEUTSCHE BANK AG LONDON as Agent DEUTSCHE BANK AG LONDON as Security Trustee THE CONSENTING C FACILITY LENDERS and THE D FACILITY LENDERS (March 7th, 2006)

(1) BUHRMANN N.V. (the Parent and, in its capacity as agent for the Obligors, the Obligors Agent); (2) THE GUARANTORS NAMED IN PART III OF SCHEDULE 1 (together with the Parent, the Guarantors and each a Guarantor); (3) DEUTSCHE BANK AG LONDON (as agent for and on behalf of the Finance Parties, the Agent); (4) DEUTSCHE BANK AG LONDON (as security trustee for and on behalf of the Finance Parties, the Security Trustee); (5) THE CONSENTING C FACILITY LENDERS (as defined below); and (6) THE D FACILITY LENDERS (as defined below).