1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

ALLEGO N.V., a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands, having its official seat (statutaire zetel) in Arnhem, the Netherlands, and its office at Westervoortsedijk 73 KB, 6827 AV Arnhem, the Netherlands, registered with the Dutch Trade Register (Handelsregister) under number 82985537, acting as the obligor’s agent and the holdco (the “Borrower” or “Allego N.V.”);

SOCIÉTÉ GÉNÉRALE, société anonyme incorporated under the laws of France, having its registered seat located at 29 boulevard Haussmann, 75009 Paris, France and registered with the trade and companies registry (registre du commerce et des sociétés) of Paris under number 552 120 222, as structuring bank, the “Structuring Bank”);

SOCIÉTÉ GÉNÉRALE, société anonyme incorporated under the laws of France, having its registered seat located at 29 boulevard Haussmann, 75009 Paris, France and registered with the trade and companies registry (registre du commerce et des sociétés) of Paris under number 552 120 222, as mandated lead arranger;

BANCO SANTANDER, S.A., a limited liability company incorporated under the laws of Spain, whose registered head office is at Santander, Paseo de Pereda, 9-12, registered with the Commercial Registry of Santander under Sheet 286, Folio 64, Companies Book 5. registration number A-39000013;

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

SOCIÉTÉ GÉNÉRALE as agent of the other Finance Parties and as security agent (the “Agent” and the “Security Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

a bank or financial institution which has a rating for its long-term unsecured debt obligations of A- or higher by Standard & Poor’s Rating Services or A- or higher by Fitch Ratings Ltd or A3 or higher by Moody’s Investors Service Limited or, if no rating is available from Standard & Poor’s Rating Services, Fitch Ratings Ltd or Moody’s Investors Service Limited, a comparable rating from an international credit rating agency; or

any other bank or financial institution selected by the Borrower and approved by the Agent (acting on the instructions of the Majority Lenders).

the Agent’s spot rate of exchange; or

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

in respect of the Refinancing Facility, the period from and including the Signing Date to and including the Closing Date; and

in respect of the Capex Facility and Guarantee Facility, the period from and including the Signing Date to and including the date being 42 months following the Signing Date.

the amount of its participation in any outstanding Utilisations under that Facility; and

in relation to any proposed Utilisation, the amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date.

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

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

in respect of the first Utilisation under the Capex Facility, the amount corresponding to the aggregate of:

70% of the Group’s Capital Expenditure and Permitted Acquisitions:

incurred or to be incurred for the period starting from 1 July 2022 and ending on 31 December 2022 (excluding any Capital Expenditure incurred in connection with the acquisition of the Mega-E SPVs and MOMA); and

contemplated for the period starting from 1 January 2023 and ending on 30 June 2023, as set out in the Financial Model on the Closing Date;

the amount to be credited to the Debt Service Reserve Account on the Closing Date in accordance with the Funds Flow Statement; and

Transaction Costs incurred on the Closing Date as set out in the Funds Flow Statement; and

in respect of any other Utilisation under the Capex Facility, the amount corresponding to 70% of the Group’s Capital Expenditures and Permitted Acquisitions as set out in the Budget delivered by the Borrower in accordance with Clause 21.4(e) for the Financial Semester to which such Utilisation relates.

in relation to an Original Lender, the amount in Euro set opposite its name under the heading “Capex Facility Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Capex Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 26 (Changes to the Lenders); and

in relation to any other Lender, the amount in Euro of any Capex Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 26 (Changes to the Lenders),

each Original Lender listed as a Capex Facility Lender in Schedule 1 (The Original Lenders); and

any bank or financial institution which has become a Party as a Capex Facility Lender in accordance with Clause 26 (Changes to the Lenders),

certificates of deposit maturing within six months after the relevant date of calculation and issued by an Acceptable Bank;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in any member state of the European Economic Area or any Participating Member State;

which matures within three months after the relevant date of calculation; and

which has a long-term credit rating of either A- or higher by Standard & Poor’s Rating Services or A- or higher by Fitch Ratings Ltd or A3 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating; and

any other debt security approved by the Majority Lenders,

the Meridiam Shareholders cease to have the power to cast, or control the casting of, more than 50% of the maximum number of votes that might be cast in a general meeting of the Borrower provided that no Change of Control shall be deemed to have occurred if and for so long as:

the Meridiam Shareholders have the power to cast, or control the casting of, more than 33.33% of the maximum number of votes that might be cast in a general meeting of the Borrower; and

no other shareholder alone or in concert holds more than 33.33% of such voting rights; or

the Borrower cease to own, directly or indirectly, 100% of the issued share capital of any other Obligor.

any member of the Group or any of its advisers; or

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

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidential Information); or

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

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

any Funding Rate or Reference Bank Quotation.

which has failed to make its participation in a Loan (or has notified the Agent or the Borrower (which has notified the Agent) that it will not make its participation in a Loan) by the Utilisation Date of that Loan or which has failed to provide cash collateral (or has notified the Issuing Bank or the Borrower (which has notified the Agent) that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover);

which has otherwise rescinded or repudiated a Finance Document;

which is an Issuing Bank which has failed to issue a Letter of Credit (or has notified the Agent or the Borrower (which has notified the Agent) that it will not issue a Letter of Credit) in accordance with Clause 6.5 (Issue of Letters of Credit) or which has failed to pay a claim (or has notified the Agent or the Borrower (which has notified the Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 7.2 (Claims under a Letter of Credit); or

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

its failure to pay, or to issue a Letter of Credit is caused by and administrative error or a Disruption Event and payment is made within three Business Days of its due date; or

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

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

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

from performing its payment obligations under the Finance Documents; or

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

the declaration, making or payment of any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

the repayment or distribution of any dividend or share premium reserve;

the payment or repayment of any interest, fee, charge or any other amount accrued or due in connection with Junior Funds; or

the redemption, repurchase, defeasement, retirement, return or repayment of any of the share capital,

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

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

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

the pollution or protection of the Environment;

the conditions of the workplace; or

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

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

as otherwise determined pursuant to Clause 12.1 (Unavailability of Screen Rate),

sections 1471 to 1474 of the Code or any associated regulations;

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

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

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

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA,

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any Finance Lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

in relation to an Original Lender, the amount in Euro set opposite its name under the heading “Guarantee Facility Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Guarantee Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 26 (Changes to the Lenders); and

in relation to any other Lender, the amount in Euro of any Guarantee Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 26 (Changes to the Lenders),

each Original Lender listed as a Guarantee Facility Lender in Schedule 1 (The Original Lenders); and

any bank or financial institution which has become a Party as a Guarantee Facility Lender in accordance with Clause 26 (Changes to the Lenders),

the amount of the Group’s Capital Expenditures and Permitted Acquisitions as set out in the Budget delivered by the Borrower in accordance with Clause 19.4(e) for the preceding Financial Semester to which the relevant Utilisation relates; exceeds

the amount of the Group’s Capital Expenditures actually incurred and Permitted Acquisitions actually completed during that preceding Financial Semester.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

any Original Lender; and

any entity (excluding, for the avoidance of doubt, any natural person) which has become a Party as a “Lender” in accordance with Clause 26 (Changes to the Lenders),

a letter of credit, substantially in the form set out in Schedule 15 (Form of Letter of Credit) or in any other form requested by the Borrower and agreed by the Agent with the prior consent of the Majority Lenders and the Issuing Bank; or

any guarantee, indemnity or other instrument in a form requested by the Borrower and agreed by the Agent with the prior consent of the Majority Lenders and the Issuing Bank,

From and including the Closing Date until the first anniversary of the Closing Date (excluded):

From and including the first anniversary of the Closing Date until the second anniversary of the Closing Date (excluded):

From and including the second anniversary of the Closing Date until the third anniversary of the Closing Date (excluded):

From and including the third anniversary of the Closing Date until the fourth anniversary of the Closing Date (excluded):

From and including the fourth anniversary until the fifth anniversary of the Closing Date:

be materially adverse to the business, assets or financial condition of the Group taken as a whole;

have a material adverse effect on the ability of an Obligor to perform its payment obligations under any of the Finance Documents (taking into account resources available to the Group); or

affect the validity, effectiveness enforceability or ranking of any Security granted pursuant to the Finance Documents.

the Borrower; and

any Subsidiary of the Borrower (other than any Unrestricted Subsidiary) which is:

the borrower under a Structural Intercompany Loan; or

a member of the Group accounting (on an unconsolidated basis excluding intra-Group items) for (x) more than ten per cent. (10%) of the consolidated revenues of the Group in any Financial Year, (y) which consolidated revenues exceeds EUR 15,000,000 in any Financial Year or (z) more than ten per cent. (10%) of the total assets of the Group as shown in the latest Group Annual Financial Statements delivered to the Agent in accordance with Clause 21.1 (Financial Statements); or

a member of the Group which is a Holding Company of a Material Company or which acquires a Material Company (and for the avoidance of doubt, such member of the Group shall be deemed to be a Material Company at the time of such acquisition); or

a member of the Group to which a Material Company transfers all or substantially all of its assets; and

any other member of the Group which is designated from time to time by the Borrower (in its absolute discretion) in order to comply with the provisions of Clause 23.33 (Guarantee coverage).

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

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

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

is not an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” (other than a Lender which each Issuing Bank has agreed is acceptable to it notwithstanding that fact);

is a Defaulting Lender; or

has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 7.3 (Indemnities) or Clause 28.11 (Lenders’ indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at paragraphs (i) and (ii) of the definition of “Defaulting Lender”.

over shares (or similar equity interests) of the Unrestricted Subsidiary; or

over intra-group loans granted (or to be granted) to the Unrestricted Subsidiary,

an acquisition by way of merger which is a Permitted Reorganisation;

an acquisition of, or investment in, any share or interest in a Permitted Joint-Venture;

an acquisition of Cash Equivalent Investments;

an acquisition of shares or securities pursuant to a Permitted Securities Issue;

to the extent not financed with the Capex Facility, an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal; and

an acquisition by a member of the Group of (A) the issued share capital of a limited liability company representing at least fifty point one per cent (50.1 per cent) of the share capital and voting rights in that limited liability company or additional shares of limited liability companies in respect of which at least fifty point one per cent (50.1 per cent) of the share capital and voting rights are already owned by a member of the Group at the time of the acquisition, or (B) (if the acquisition is made by a limited liability company whose sole purpose is to make the acquisition), a business or undertaking carried on as a going concern, but only if in respect of (A) and (B):

the acquired company, business or undertaking complies with the conditions set out in paragraph (b) of the definition of “Permitted Investment”;

at the time such member of the Group commits to make the acquisition and at the time the acquisition is completed, no Major Default is continuing or would occur as a result of the acquisition;

the company whose acquisition is contemplated is not subject to any event or circumstances referred to in Clause 25.8 (Insolvency) or Clause 25.9 (Insolvency proceedings);

if all or part of the consideration payable for such acquisition is financed by way of a Utilisation under the Capex Facility:

the EBITDA of the acquired company, business or undertaking is positive on a pro forma basis for the previous twelve (12) month period; and

the consideration payable for such acquisition does not exceed individually EUR 10,000,000 and, when aggregated to the acquisition price of all other Permitted Acquisitions financed in whole or in part with the proceeds of the Capex Facility as at that date, EUR 30,000,000; and

a pledge over the shares or securities of the acquired company and any receivables under any shareholder loan made available to such acquired company is granted to the benefit of the Finance Parties as soon as practicable

if all the consideration payable for such acquisition is financed by way of additional Junior Funds, the consideration payable for such acquisition does not exceed when aggregated to the acquisition price of all other Permitted Acquisitions financed in whole by way of additional Junior Funds as at that date, EUR 25,000,000.

an incorporation of, an acquisition of shares issued by, or a subscription of a share capital increase from, its direct Subsidiary that is an Unrestricted Subsidiary provided that such incorporation, issuance or share capital increase does not cause the Unrestricted Subsidiary Investment to exceed the Unrestricted Subsidiary Investment Cap.

the relevant Financial Indebtedness constitutes subordinated or (either through a sharing of Transaction Security on a first lien basis or, if not legally possible, on a contractual basis) pari passu debt liabilities;

the termination date of any Permitted Alternative Debt shall be no earlier than the Termination Date of any of the Facilities (or, if at such time the Facilities have been repaid in full or would be repaid in full after giving effect to the application of proceeds from the Permitted Alternative Debt, any termination date) unless the maturity applicable to the relevant Facility is (or is offered to be) amended such that, following such amendment, the maturity condition (as applicable) would be satisfied; and

there is no scheduled amortisation under the relevant Permitted Alternative Debt;

the amount incurred under such Permitted Alternative Debt (other than any Permitted Alternative Debt which constitutes subordinated liabilities) does not exceed, alone and in aggregate with any Permitted Alternative Debt previously incurred by any member of the Group, EUR 50,000,000;

the Borrower provides the Agent with a certificate signed by its chief executing officer, its chief financial officer or any other of its legal representatives, confirming that the Leverage Ratio set out in paragraph (a)(ii) of the definition of “Permitted Payment” will be complied with (calculated pro forma taking into account the contemplated Permitted Alternative Debt) on the date of first utilisation under the contemplated Permitted Alternative Debt;

no Event of Default or Drawstop Event has occurred on the day on which the Permitted Alternative Debt Notice is delivered to the Agent and on the day of the first utilisation under the relevant Permitted Alternative Debt or would result from the incurrence of such Permitted Alternative Debt;

the relevant Permitted Alternative Debt shall not have a right to receive mandatory prepayments in priority to (or on a greater pro rata basis than) any of the Facilities (except for mandatory prepayments resulting from illegality or sanctions);

the Permitted Alternative Debt is denominated in Euros;

the Hedging Programme is complied with;

the Borrower has delivered to the Agent a duly completed Permitted Alternative Debt Notice specifying the applicable amount, currency, interest period, amortisation profile, maturity, availability period, expected drawdown date and purpose and including details of and compliance with the aforementioned conditions in respect of the relevant Permitted Alternative Debt; and

the relevant provider of such Permitted Alternative Debt (to the extent not already a party to the Intercreditor Agreement) shall have acceded to the Intercreditor Agreement.

any sale, lease, licence, transfer or other disposal:

of trading stock or cash made by a member of the Group in the ordinary course of trading of the disposing entity;

of any asset (including shares) by a member of the Group to another member of the Group;

of assets in exchange for other assets comparable or superior as to type, value and quality;

of obsolete or redundant assets;

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

made in the ordinary course of business at arm’s length and on normal commercial terms;

in order to comply with the requirements of section 7f of the German Social Security Code Part IV (Sozialgesetzbuch IV) or section 4 of the German Act for the Improvement of Occupational Pension Schemes (Gesetz zur Verbesserung der betrieblichen Altersversorgung); and

subject to Clause 9.9 (Disposal proceeds), of shares in any member of the Group which is not an Obligor to any person which is not a member of the Group.

incurred under a Finance Document or Junior Funds provided that Junior Funds in the form of shareholder debt shall not exceed in aggregate at any time EUR 2,000,000;

constituting Existing Indebtedness and which is discharged on or prior to the Closing Date (save to the extent otherwise permitted herein);

constituting Permitted Alternative Debt;

arising under any loan made by a member of the Group under the Cash Pooling Agreement, cash netting or cash management arrangement in the ordinary course of business between members of the Group;

arising under overdrafts or other fluctuating debit balances in an aggregate outstanding principal amount not exceeding at any time EUR 5,000,000;

arising in relation to the discounting, sale or factoring of trade receivables which are not made on a de-recognition basis under the Base Accounting Principles;

arising under a Permitted Treasury Transaction, a Permitted Joint-Venture, a Permitted Guarantee or a Permitted Loan;

which constitutes a pre-financing of an Unrestricted Subsidiary Investment;

arising from any short-term loan (not exceeding 3 months), guarantee, bonding, documentary or stand-by letter of credit or foreign exchange facility not exceeding in aggregate at any given time EUR 25,000,000 (or its equivalent in any other currency(ies)).

arising under any bank guarantee, surety (Bürgschaft) or any other instrument issued by a bank or financial institution upon request of a member of the Group in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and

not permitted by the preceding paragraphs and the aggregate outstanding principal amount of which does not exceed EUR 1,000,000 at any time.

any guarantee arising under a Finance Document;

any guarantee given in the ordinary course of business at arm’s length terms by a member of the Group in respect of its own obligations or the obligations of other members of the Group, provided that the aggregate amount of such guarantees (not taking into account guarantees issued under or in connection with any Permitted Financial Indebtedness) shall not exceed at any time the lesser of (i) 30% of the Group consolidated revenues for the backward looking 12-month period and (ii) EUR 30,000,000;

any guarantee imposed or requested by the relevant authority for Tax, social security contributions, assessments or charges of a member of the Group which are either (i) not yet due, or (ii) are being contested in good faith;

the joint and several liability for Tax purposes arising by operation of law in connection with the Dutch Fiscal Unity;

any guarantee given in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV);

any guarantee, indemnity, undertaking or commitment which is permitted as or in relation to a Permitted Financial Indebtedness;

any guarantee of obligations of an Unrestricted Subsidiary not otherwise allowed under this definition provided that the aggregate amount guaranteed does not cause the Unrestricted Subsidiary Investment to exceed the Unrestricted Subsidiary Investment Cap;

any indemnity given for the purposes of a Permitted Disposal where such indemnity is given on terms and conditions customary for the type of disposal and is in an amount not exceeding the total consideration for that disposal; and

not permitted by the preceding paragraphs and the aggregate outstanding principal amount of which does not exceed EUR 1,000,000 at any time.

customary holding company activities;

the making or receipt of any Permitted Loans;

any Financial Indebtedness and/or other liabilities incurred and any loan, guarantee or payment made and/or transactions entered into under the Finance Documents or the Finance Documents;

any guarantee of Permitted Financial Indebtedness;

the provision of management and administrative services and the secondment of employees to, and guaranteeing the obligations of its Subsidiaries, of a type customarily provided by a holding company to its subsidiaries (provided that, in the case of guarantees, the guaranteed obligations are undertaken in the ordinary course of business of the relevant member of the Group);

activities desirable to maintain its Tax status;

liabilities for, or in connection with, the Dutch Fiscal Unity, including for the avoidance of doubt any payments in relation thereto;

receipt of Junior Funds;

the receipt or making of any Permitted Payments;

making claims (and the receipt of any related proceeds) for rebates or indemnification with respect to Taxes;

activities in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith;

ownership of shares in its Subsidiaries;

the ownership of cash balances or Cash Equivalent Investments at any time (including arising under any Cash Pooling Arrangement) and the on lending of cash intra Group;

incurring liabilities arising by operation of law;

entering into a transaction or having rights and/or incurring liabilities in connection with any Permitted Disposal, Permitted Securities Issue, Permitted Financial Indebtedness, Permitted Investment, Permitted Transaction, Permitted Loan or Permitted Reorganisation;

granting Permitted Security;

any activity or transaction in connection with any potential Listing,

any investment in a Permitted Joint-Venture;

any incorporation of any Subsidiary (directly or indirectly), provided that:

such Subsidiary is incorporated in the following jurisdictions: a country within the European Economic Area, the United Kingdom, Switzerland, the United States, Canada, Australia, New Zealand, South Korea or Japan;

it is a limited liability entity;

its activities and services are a similar type or nature as the activities or services already carried out by the Group on the Signing Date;

it is not incorporated in a Sanctioned Country;

it is not a Sanctioned Person; and

its activities are not subject to Sanctions; and

any Permitted Acquisition.

it is expected to generate additional revenues for the Group and/or, when relevant, generate economic synergies and economies of scale;

at the time such member of the Group enters into the contract creating such Joint-Venture, no Event of Default is continuing;

if all or part of the investment made is financed by way of a Utilisation under the Capex Facility:

the amount invested when aggregated to the amount invested in other permitted Joint-Venture financed in whole or in part with the proceeds of the Capex Facility, does not exceed EUR 5,000,000; and

such Permitted Joint-Venture is organised in such a way as to limit the aggregate liability of that member of the Group so that when aggregated to the maximum liability amount of the Group under other Joint-Ventures financed in whole or in part with the proceeds of the Capex Facility the total liability maximum amount of the members of the Group does not exceed EUR 5,000,000; and

if all or part of the investment made is financed by way of additional Junior Funds:

the amount invested when aggregated to the amount invested in other permitted Joint-Venture financed in whole by additional Junior Funds, does not exceed (A) in respect of an O&M Joint-Venture, EUR 10,000,000 (individually) or (B) in respect of a EPC Joint-Venture, EUR 20,000,000 (individually) and (C) in aggregate for all Permitted Joint-Ventures financed in whole by additional Junior Funds, EUR 30,000,000; and

such Permitted Joint-Venture is organised in such a way as to limit the aggregate liability of that member of the Group so that when aggregated to the maximum liability amount of the Group under other Joint-Ventures financed in whole by additional Junior Funds, the total liability maximum amount of the members of the Group does not exceed (A) in respect of an O&M Joint-Venture, EUR 10,000,000 (individually) or (B) in respect of a EPC Joint-Venture, EUR 20,000,000 (individually) and (C) in aggregate for all Permitted Joint-Ventures financed in whole by additional Junior Funds, EUR 30,000,000.

for the purpose of this definition, the term “investment” or “invested” shall comprise any acquisition of an ownership interest in, transfer of assets or loan to or grant of a guarantee or security in respect of Financial Indebtedness of, a Joint-Venture, in each case without double counting;

any reference to an investment in this definition shall be a reference to that investment as renewed, extended or otherwise replaced from time to time, however any increase in that investment must be otherwise included in the scope of this definition.

any loan which constitutes Permitted Financial Indebtedness;

any loan made by a member of the Group to another member of the Group and which is not a Structural Intercompany Loan;

any Structural Intercompany Loan;

any loan made to a Permitted Joint-Venture;

any loan made to an Unrestricted Subsidiary so long as the aggregate amount of such loans does not cause the Unrestricted Subsidiary Investment to exceed the Unrestricted Subsidiary Investment Cap, on a net basis taking into account loan made by an Unrestricted Subsidiary to the relevant Material Company; and

any loan made by way of a deferred consideration due from a purchaser in relation to a Permitted Disposal or any vendor loan or similar instrument issued or entered into in respect of a Permitted Disposal.

any Distribution, provided that:

no Event of Default has occurred and is continuing when the relevant Distribution is made;

the most recently delivered Compliance Certificate states that for the Testing Period ending on the Testing Date immediately preceding the date on which that Distribution is made or committed, the Leverage Ratio is less than 2:1 and the Borrower confirms through a certificate (certified by its chief executing officer, its chief financial officer or any other of its legal representatives) that pro forma taking into account such Distribution, such condition will still be complied;

the Borrower is generating positive Free Cashflow when the payment is made;

any tax payment required to be made in the context of the Dutch Fiscal Unity;

if the Borrower ceases to be listed, any payment to third parties to fund reasonably incurred and duly documented professional, administrative, tax or regulatory fees or costs and other customary running costs incurred by the Borrower, in each case in the ordinary course of business in connection with the Borrower being a reporting entity or to the extent referable to acting as the Holding Company of the Group up to a maximum aggregate amount of EUR 500,000 per financial year; and

any repayment of Junior Funds by way of set-off against the subscription of a corresponding share capital increase.

no Event of Default is continuing on the date of the relevant merger and no Event of Default would occur as a result of the relevant merger;

if such merger involves an Obligor and a non-Obligor, the Obligor is the surviving entity or, if the Obligor is not the surviving entity, the surviving entity accedes to this Agreement as a Guarantor and to the Intercreditor Agreement within 30 days following completion of such merger;

if such merger involves two or more Obligors:

the surviving entity(ies) of that merger is (are) liable under the Finance Documents for the obligations of that Obligor and the jurisdiction of incorporation of the surviving entity(ies) which are liable for that Obligor’s obligations is (are) the same as that of the relevant Obligor and Transaction Security equivalent to the ones granted by the non-surviving entity are granted by the surviving entity;

the Borrower has delivered an up-to-date certified copy of the Group structure chart following the relevant merger;

the Borrower has delivered a certified copy of the relevant merger agreement;

a copy of the related corporate authorisations has been delivered to the Agent;

a legal opinion of Group’s legal advisers is addressed to, or capable of being relied on by, the Finance Parties confirming that (x) all corporate authorisations have been validly granted in relation to the contemplated merger, and (y) the surviving entity assumes all obligations of that Obligor under the Finance Documents.

securities by a member of the Group (other than the Borrower) to its immediate Holding Company (save when such securities are subscribed by way of set-off against a Structural Intercompany Loan) and, if the existing securities of such member of the Group are subject of a Transaction Security, provided that the newly-issued securities also become subject to a Transaction Security on the same terms;

securities made in the context of a Listing; and

securities by the Borrower which constitutes Junior Funds, to the extent subject to a Transaction Security.

any Security granted pursuant to the Finance Documents;

any Security or Quasi-Security granted by a member of the Group (other than the Borrower) which is existing on the Signing Date;

any Security arising under the general terms and conditions of banks in the Netherlands or of banks and Sparkassen in Germany (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) or similar general terms and conditions of banks with whom any member of the Group maintains a banking relationship in the ordinary course of business or any Security over bank accounts or retention rights in respect of deposits granted in favour of the account bank as part of that bank’s standard terms and conditions;

any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

any cash cover granted as security for (i) the contingent liabilities referred to in paragraph (i) of the definition of “Permitted Financial Indebtedness” or (ii) any Permitted Guarantee provided that such cash cover is proportionate to the amount of such contingent liabilities and is released upon repayment of such contingent liabilities (and the corresponding account is closed upon repayment of such contingent liabilities);

any netting or set-off arrangement under the Cash-Pooling Agreement or the Dutch Fiscal Unity;

any Security or Quasi-Security securing any Permitted Alternative Debt (but only to the extent not otherwise prohibited under the definition of Permitted Alternative Debt);

any Security or Quasi-Security securing Permitted Financial Indebtedness not otherwise permitted in the preceding paragraphs, the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under the paragraphs above) does not exceed € 2,000,000 (or its equivalent in any other currency(ies));

over shares (or similar equity interests) of an Unrestricted Subsidiary or intra-group loans granted or to be granted to any Unrestricted Subsidiary, to secure any indebtedness and/or other obligations incurred by any Unrestricted Subsidiary;

any Security or Quasi-Security arising under any retention of title, extended retention of title (verlängerter Eigentumsvorbehalt), hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods or, in the case of an extended retention of title arrangement, receivables resulting from the sale of such goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

any lien arising under the general terms and conditions of banks and Sparkassen (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) or similar general terms and conditions of banks with whom any member of the Group maintains a banking relationship in the ordinary course of business;”

any landlord’s pledge (Vermieterpfandrecht) arising by operation of law under a lease in favour of the relevant third party landlord;

any Security or Quasi-Security given in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and

any Security or Quasi-Security in respect of liabilities owed to a German Intra-Group Lender (as defined in the Intercreditor Agreement) only, if and to the extent that Security or Quasi-Security is required for the relevant German Intra-Group Lender (or its general partner, as the case may be) in order to comply with its obligations under sections 30 and/or 43 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) or sections 57 and/or 93 of the German Stock Corporation Act (Aktiengesetz);

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under or as a consequence of an undertaking under the Finance Documents;

transactions (other than: (i) any sale, lease, licence, transfer or other disposal; and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms; and

any Permitted Reorganisation.

transactions entered or to be entered into in accordance with the Hedging Programme; and

transactions entered into for hedging of actual and potential exposures of an Obligor to fluctuations in any rate (including currency exchange rate) or price in the ordinary course of business and not for speculative purposes.

in relation to each Testing Period ending on 31 December, in the Group Annual Financial Statements for the Financial Year ended on such date delivered to the Agent in accordance with Clause 21.1(a); and

in relation to each Testing Period ending on 30 June, in (A) the Group Half-Year Financial Statements for the first Semester of this Financial Year delivered to the Agent in accordance with Clause 21.1(b) and (B) the Group Quarterly Financial Statements for the third and fourth Financial Quarters of the immediately preceding Financial Year delivered to the Agent in accordance with Clause 21.1(c); and

(other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

in relation to an Original Lender, the amount in Euro set opposite its name under the heading “Refinancing Facility Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Refinancing Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 26 (Changes to the Lenders); and

in relation to any other Lender, the amount in Euro of any Refinancing Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 26 (Changes to the Lenders),

each Original Lender listed as a Refinancing Facility Lender in Schedule 1 (The Original Lenders); and

any bank or financial institution which has become a Party as a Refinancing Facility Lender in accordance with Clause 26 (Changes to the Lenders),

the technical due diligence report prepared by Arup dated on or before the Closing Date;

the red flag due diligence report prepared by Linklaters LLP (Paris) dated on or before the Closing Date ;

the model audit report prepared by PwC dated on or before the Closing Date ; and

the commercial due diligence report prepared by Roland Berger dated on or before the Closing Date ,

made or to be made on the same day that:

a maturing Guarantee Facility Loan is due to be repaid; or

a demand by the Agent pursuant to a drawing in respect of a Letter of Credit is due to be met;

the aggregate amount of which is equal to or less than the amount of the maturing Guarantee Facility Loan or the relevant claim in respect of that Letter of Credit;

in the same currency as the maturing Guarantee Facility Loan or the relevant claim in respect of that Letter of Credit; and

made or to be made to the Borrower for the purpose of:

refinancing that maturing Guarantee Facility Loan; or

satisfying the relevant claim in respect of that Letter of Credit.

the United Nations;

the United States of America;

the European Union (or any present or future member state thereof); and

the United Kingdom; and

the governments and official institutions or agencies of any of paragraphs (a) to (d) above, including OFAC, the United Nation Security Council, the European Council, the US Department of State and His Majesty’s Treasury.

which is controlled, directly or indirectly, by the holding company;

in which a majority of the voting rights are held by the holding company, either alone or pursuant to an agreement with others;

more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

which is a subsidiary of another Subsidiary of the holding company,

the proposed Transfer Date specified in the relevant Transfer Agreement; and

the date on which the Agent executes the Transfer Agreement.

any equity injected in such entity (whether by way of share capital or shareholder loan) should either come from additional Junior Funds or distributable amounts (and provided that conditions for Distributions set out in paragraph (a) of the definition of “Permitted Payment” are complied with); and

the financing of either (i) any acquisition by an Unrestricted Subsidiary of any business or undertaking or (ii) the conduct and/or development by an Unrestricted Subsidiary of any business does not cause, in each case, the Unrestricted Subsidiary Investment Cap to be exceeded,

no Material Company may be designated as an Unrestricted Subsidiary; and

no member of the Group may be designated as an Unrestricted Subsidiary (A) if the Unrestricted Subsidiary Investment exceeds the Unrestricted Subsidiary Investment Cap as at the relevant Unrestricted Subsidiary designation date and/or (B) if an Event of Default is continuing or would result from such designation.

paragraph (g) of the definition of “Permitted Acquisition”;

paragraph (g) of the definition of “Permitted Guarantee”; and

paragraph (e) of the definition of “Permitted Loan”.

the aggregate proceeds of any Non-Recourse Debt raised by an Unrestricted Subsidiary (pro-rata to the participation of the relevant member of the Group in the share capital of such Unrestricted Subsidiary if it is an Unrestricted Joint-Venture); plus

any amount of Junior Funds; or

any amount permitted to be distributed to the Shareholders but which has not yet been paid, directly or indirectly made available to an Unrestricted Subsidiary,

cashflows from the Group (not funded by any of the means referred to in (a) to (b) above) not exceeding in aggregate at any time EUR 2,000,000.

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

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

Construction

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

the “Agent”, the “Mandated Lead Arrangers”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, a “Guarantor”, any “Issuing Bank” or any other person a shall be construed so as to include its successors in title, permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

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

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

a “group of Lenders” includes all the Lenders;

“gross negligence” means “faute lourde”;

a “guarantee” includes any type of “sûreté personnelle”;

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

the “Interest Period” of a Letter of Credit shall be construed as a reference to the Term of that Letter of Credit;

a Lender’s “participation” in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;

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

an Obligor providing “cash cover” for a contingent liability referred to in paragraph (i) of the definition of “Permitted Financial Indebtedness” means an Obligor paying an amount in the currency of the contingent liability to an interest-bearing account opened in its name;

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a “security interest” includes any type of security and transfer by way of security;

a “transfer” includes any means of transfer of rights and/or obligations under French law;

“trustee, fiduciary and fiduciary duty” has in each case the meaning given to such term under any applicable law;

“wilful misconduct” means “dol”;

a Utilisation made or to be made to the Borrower includes a Letter of Credit issued on its behalf;

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

unless a contrary indication appears, a time of day is a reference to Paris time.

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

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

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

The Borrower providing “cash cover” for a Letter of Credit means the Borrower paying an amount in the currency of the Letter of Credit to an interest-bearing account and the following conditions being met:

either:

the account is in the name of the Borrower and is with the Issuing Bank for which that cash cover is to be provided and, subject to paragraph (b) of Clause 7.6 (Regulation and consequences of cash cover provided by Borrower), until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit; or

the account is in the name of the Issuing Bank for which that cash cover is to be provided; and

the Borrower has executed documentation in form and substance satisfactory to the Issuing Bank for which that cash cover is to be provided, creating a first ranking security interest, or other collateral arrangement, in respect of the amount of that cash cover.

The Borrower “repaying” or “prepaying” a Letter of Credit means:

the Borrower providing cash cover for that Letter of Credit;

the maximum amount payable under the Letter of Credit being reduced or cancelled in accordance with its terms; or

the Issuing Bank being satisfied that it has no further liability under that Letter of Credit or,

An amount borrowed includes any amount utilised by way of Letter of Credit.

A Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit.

Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit.

An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the Borrower in respect of that Letter of Credit at that time.

The Borrower’s obligation on Utilisations becoming “due and payable” includes the Borrower repaying any Letter of Credit in accordance with paragraph (f) above.

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

A Drawstop Event is “continuing” if it has not been remedied or waived.

Belgian terms

a liquidator, receiver, administrative receiver, administrator or similar officer includes a curator/curateur, vereffenaar/liquidateur, voorlopige bewindvoerder/administrateur provisoire, commissaris inzake opschorting/commissaire au sursis, mandataris ad hoc/mandataire ad hoc, sekwester/séquestre and an insolventiefunctionaris/ praticien de l’insolvabilité;

a security interest includes a mortgage (hypotheek/hypothèque), a pledge (pand/nantissement), a privilege (voorrecht/privilège), a retention of title (eigendomsvoorbehoud/réserve de propriété), a real surety (zakelijke zekerheid/sûreté réelle), a transfer by way of security (overdracht ten titel van zekerheid/transfert à titre de garantie) and a promise or mandate to create any of the security interest mentioned above;

commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness includes any negotiations conducted with a view to reaching a settlement agreement (minnelijk akkoord/accord amiable) with two or more of its creditors pursuant to Book XX of the Belgian Code of Economic Law;

a person being unable to pay its debts is that person being in a state of cessation of payments (staking van betaling/cessation de paiements);

a suspension of payments, moratorium of any indebtedness or reorganisation includes any gerechtelijke reorganisatie/réorganisation judiciaire or staking van betaling/cessation de paiements;

a composition, assignment or similar arrangement with any creditor includes gerechtelijke reorganisatie/réorganisation judiciaire, as applicable, and minnelijk akkoord met schuldeisers/accord amiable avec des créanciers;

an insolvency includes faillissement/faillite, gerechtelijke reorganisatie/reorganisation judiciaire and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers);

a winding up, liquidation, administration or dissolution includes vereffening/liquidation, ontbinding/dissolution and faillissement/faillite;

an attachment, sequestration, distress, execution or analogous events includes uitvoerend beslag/saisie exécutoire and bewarend beslag/saisie conservatoire;

an amalgamation, demerger, merger, consolidation or corporate reconstruction includes a overdracht van algemeenheid/transfert d’universalité, overdracht van bedrijfstak/transfert de branche d’activité, splitsing/scission and fusie/fusion and assimilated transaction in accordance with article 12:7 and 12:8 of the Belgian Code of Companies and Associations (gelijkgestelde verrichting/opération assimilée);

the “Belgian Code of Companies and Associations” means the Belgian Wetboek van vennootschappen en verenigingen/Code des sociétés et des associations, as amended from time to time;

the “Belgian Companies Code” means the Belgian Wetboek van Vennootschappen/Code des Sociétés dated 7 May 1999, as amended and/or superseded from time to time;

the “Belgian Civil Code” means the Belgian oud Burgerlijk Wetboek / ancien Code Civil as amended and/or superseded from time to time.

the “Belgian Code of Economic Law” means the Belgian Wetboek van Economisch Recht/Code de Droit Economique dated 28 February 2013, as amended and/or superseded from time to time;

“constitutional documents” means the articles of association (statuten/statuts);

gross negligence means zware fout/faute lourde; and

wilful misconduct or wilful breach means bedrog/dol.

Dutch Terms

a “director” means a managing director (bestuurder) and board of directors means its managing board (bestuur);

the “suspension of payments” or a “moratorium” includes surseance van betaling;

a “dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

“any step or procedure taken in connection with insolvency proceedings” includes a Dutch entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) but not (for the avoidance of doubt) where such notice is (deemed) filed by reason of a request by that person for the postponement of its tax liability payments made – and the authorities’ consent to and actual postponement of such payments – in accordance with the Decree of the Dutch State Secretary for Finance dated 13 September 2022, Decree nr. 2022-219271 (Besluit noodmaatregelen coronacrisis) (as preceded, amended or replaced from time to time);

a “receiver” or “administrative receiver” does not include a curator or bewindvoerder;

a “provisional liquidator” or “trustee” includes a curator;

an “administrator” includes a bewindvoerder;

an “attachment” includes a beslag;

an “insolvency” does not include a stille bewindvoering;

a “security interest” includes, in respect of a Dutch entity or in connection with any security in the Netherlands, a retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), a right of retention (recht van retentie), a right to reclaim goods (recht van reclame) and in general any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid); and

a “necessary action to authorise”, where applicable, includes any action required to comply with the Dutch Works Councils Act (Wet op de ondernemingsraden) and obtaining a neutral or positive advice (advies) from the competent works council(s).

German Terms

a “receiver”, “administrator” includes an Insolvenzverwalter, a vorläufiger Insolvenzverwalter, a Zwangsverwalter, a Sachverwalter or a vorläufiger Sachwalter;

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

a “disposal” includes:

a Verfügung;

the entry into an agreement upon a priority notice (Auflassungsvormerkung);

an agreement on the transfer of title to a property (Auflassung) in whole or part; and

the partition of an ownership in a property (Grundstücksteilung);

references to the “German Civil Code” are references to the Bürgerliches Gesetzbuch;

a “winding up”, “administration” or “dissolution” (and each of those terms) includes insolvency proceedings (Insolvenzverfahren).

French terms

“control” has the meaning given in article L.233-3 of the French Code de commerce;

“financial assistance” has the meaning given in article L.225-216 of the French Code de commerce;

“gross negligence” means “faute lourde”;

a “guarantee” includes any “cautionnement”, “aval” and any “garantie” which is independent from the debt to which it relates;

“merger” includes any “fusion” implemented in accordance with articles L.236-1 to L.236-24 of the French Code de commerce;

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

a “security interest” includes any type of security (sûreté réelle), transfer or assignment by way of security and fiducie-sûreté; and

“wilful misconduct” means “dol”.

Blocking Regulation

Any provision of paragraph (b)(iv) to (b)(vi) of the definition of “Permitted Investment”, Clauses 9.1 (Illegality), 9.2 (Illegality in relation to Issuing Bank), 20.18 (Sanctions) and 23.23 (Sanctions) shall not apply to or benefit any person if and to the extent that such person complying with or agreeing to or accepting any rights under or enjoying the benefit of (including by exercising any rights on the grounds of breach of or with respect to any request under) such provisions is or would result in a violation of or conflict with any applicable Blocking Regulation by reason of breach of any applicable Blocking Regulation.

For the purposes of this Clause, “Blocking Regulation” means:

any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom (as amended from time to time)

any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; or

section 7 of the German Foreign Trade and Payments Regulation (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 para 1 no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz); or

any similar blocking law or regulation.

The Facilities

The Refinancing Facility

The Capex Facility

The Guarantee Facility

Subject to the terms of this Agreement, the Guarantee Facility Lenders make available to the Borrower a revolving credit facility in an aggregate amount equal to the Total Guarantee Facility Commitments.

Finance Parties’ rights and obligations

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

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

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

Obligors’ agent

Upon its accession to this Agreement, each Guarantor irrevocably appoints the Borrower to act on its behalf as its agent (the “Obligor’s Agent”) in relation to the Finance Documents and irrevocably authorise:

the Borrower as the Obligors’ Agent on their behalf to supply all information concerning themselves contemplated by this Agreement to the Finance Parties and to give and receive all notices, consents and instructions (including Utilisation Requests), to agree, accept and execute on their behalf all documents in connection with the Finance Documents (including amendments and variations of and consents under any Finance Document) and to execute any new Finance Document and to take such other action as may be necessary or desirable under or in connection with the Finance Documents; and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower as Obligors’ Agent,

Each Obligor (other than the Borrower) confirms that:

they will be bound by any action taken by the Borrower as Obligors’ Agent under or in connection with the Finance Document; and

each Finance Party may rely on any action purported to be taken by the Borrower as Obligors’ Agent on behalf of that Obligor.

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

PURPOSE

Refinancing Facility Purpose

Capex Facility Purpose

the financing or refinancing (directly or indirectly) of up to 70 per cent. of (i) the Group’s Capital Expenditures incurred from the Closing Date or (ii) any Permitted Acquisition;

on the Closing Date, the funding of the Debt Service Reserve Account in accordance with the Funds Flow Statement; and

the financing and/or the refinancing of any Transaction Costs.

Guarantee Facility Purpose

Monitoring

Green Loan

CONDITIONS OF UTILISATION

Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Agent has received no later than the Signing Date all of the documents and other evidence listed in Part I (Conditions Precedent to Signing) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

Other than to the extent that any Lender notifies the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification, unless directly caused by its gross negligence or wilful misconduct.

Conditions precedent to first Utilisation

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in respect of the first Utilisation if on the date of the Utilisation Request and on the proposed Utilisation Date for such Utilisation, the Agent has received no later than the Closing Date all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

Other than to the extent that any Lender notifies the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification, unless directly caused by its gross negligence or wilful misconduct.

Further conditions precedent

Without prejudice to Clauses 4.1 and 4.2 above, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Utilisation under a Term Loan Facility if on the date of the Utilisation Request and on the proposed Utilisation Date:

a duly completed Utilisation Request has been delivered to the Agent;

no Event of Default is continuing or would result from the proposed Utilisation;

in relation to any Utilisation under the Capex Facility (other than the first Utilisation):

no Drawstop Event is continuing;

the amount of the proposed Utilisation does not exceed the Maximum Utilisation Amount;

the Borrower has provided evidence that the Gearing Ratio (calculated pro forma taking into account the proposed Utilisation) does not exceed 66²⁄₃% on the basis of the Existing Junior Funds and Junior Funds made available until (and including) the Utilisation Date;

the Borrower has provided:

the latest Budget evidencing the amount of growth Capital Expenditure and Permitted Acquisitions contemplated for the immediately following Financial Semester; and

a certificate signed by its chief executing officer, its chief financial officer or any other of its legal representatives setting out in reasonable details the amount of growth Capital Expenditure incurred and Permitted Acquisitions completed for the ending Financial Semester,

in relation to any Utilisation to finance growth Capital Expenditures, the Borrower has provided the signed lease agreements in connection with the sites to be financed by the proposed Utilisation; and

the Repeating Representations are true in all material respects.

the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Guarantee Facility Loan (other than a Rollover Loan) if on or before the Utilisation Date for that Loan:

no Event of Default is continuing or would result from the proposed Utilisation;

the Repeating Representations are true and accurate in all material respects,

Conditions precedent for the sole benefit of the Lenders

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

the proposed Utilisation Date is a Business Day within the Availability Period; and

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

the proposed Interest Period complies with Clause 11 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Only one Capex Loan may be requested per Financial Semester.

Currency and amount

The currency specified in a Utilisation Request must be Euro.

The amount of the proposed Loan must be a minimum of EUR 500,000 or, if less, the Available Facility.

Lenders’ participation

If the conditions set out in this Agreement have been met (and subject to Clause 8(b) (Repayment of Guarantee Facility Loans)), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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

Cancellation of Commitment

Clean Down

UTILISATIONS – LETTERS OF CREDIT

Guarantee Facility

The Guarantee Facility may be utilised by way of Letters of Credit.

Other than Clause 5.6 (Clean Down), Clause 5 (Utilisation) does not apply to Utilisations by way of Letters of Credit.

In determining the amount of the Available Facility and a Lender’s L/C Proportion of a proposed Letter of Credit for the purposes of this Agreement, the Available Commitment of a Lender will be calculated ignoring any cash cover provided for outstanding Letters of Credit.

Delivery of a Utilisation Request for Letters of Credit

The Borrower may request a Letter of Credit to be issued by delivery to the Issuing Bank (with a copy to the Agent) of a duly completed Utilisation Request not later than the Specified Time.

The Borrower may not request that a Letter of Credit be issued under the Guarantee Facility if, as a result of the proposed Utilisation, thirty (30) or more Letters of Credit would be outstanding.

Completion of a Utilisation Request for Letters of Credit

it specifies that it is for a Letter of Credit;

it identifies the Issuing Bank which has agreed to issue the Letter of Credit;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Guarantee Facility;

the currency and amount of the Letter of Credit comply with Clause 6.4 (Currency and amount);

the form of Letter of Credit is attached;

the Expiry Date of the Letter of Credit falls on or before the Termination Date; and

the identity of the beneficiary of the Letter of Credit is a counterparty of a member of the Group in the ordinary course of business or the issuer of a guarantee or letter of credit for the general corporate purpose of the Group or any other beneficiary approved by the Issuing Bank and the Majority Lenders.

Currency and amount

The currency specified in a Utilisation Request must be Euro.

The amount of the proposed Letter of Credit must be a minimum of EUR 500,000 or, if less, the Available Facility.

Issue of Letters of Credit

If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the Letter of Credit on the Utilisation Date.

In addition to sub-clause 4.1 (Initial conditions precedent) and sub-clause 4.2 (Conditions precedent to first Utilisation), the Issuing Bank will only be obliged to comply with paragraph (a) above if on the proposed Utilisation Date (other than in respect of a renewed Letter of Credit):

no Event of Default is continuing or would result from the proposed Utilisation; and

the Repeating Representations to be made on such date are true and accurate in all material respects,

The amount of each Lender’s participation in each Letter of Credit will be equal to its L/C Proportion.

The Issuing Bank has no duty to enquire of any person whether or not any of the conditions set out in paragraph (b) above have been met. The Issuing Bank may assume that those conditions have been met unless it is expressly notified to the contrary by the Agent. The Issuing Bank will have no liability to any person for issuing a Letter of Credit based on such assumption.

The Issuing Bank is solely responsible for the form of the Letter of Credit that it issues. The Agent has no duty to monitor the form of that document.

Subject to paragraph (h) of Clause 28.7, each of the Issuing Bank and the Agent shall provide the other with any information reasonably requested by the other that relates to a Letter of Credit and its issue.

The Issuing Bank may issue a Letter of Credit in the form of a SWIFT message or other form of communication customary in the relevant market but has no obligation to do so.

Renewal of a Letter of Credit

The Borrower may request that any Letter of Credit issued on behalf of the Borrower be renewed by delivery to the Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Letter of Credit by the Specified Time.

The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the condition set out in paragraph (v) of Clause 6.3 (Completion of a Utilisation Request for Letters of Credit) shall not apply.

The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and

its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

Subject to paragraph (e) below, if the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.

Where a new Letter of Credit is to be issued to replace by way of renewal an existing Letter of Credit, the Issuing Bank is not required to issue that new Letter of Credit until the Letter of Credit being replaced has been returned to the Issuing Bank or the Issuing Bank is satisfied either that it will be returned to it or otherwise that no liability can arise under it.

Reduction of a Letter of Credit

If, on the proposed Utilisation Date of a Letter of Credit, any Lender under the Guarantee Facility is a Non-Acceptable L/C Lender and:

that Lender has failed to provide cash collateral to the Issuing Bank in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover); and

the Borrower of that proposed Letter of Credit has not exercised its right to provide cash cover to the Issuing Bank in accordance with paragraph (g) of Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover),

The Issuing Bank shall notify the Agent and the Borrower of each reduction made pursuant to this Clause 6.7.

This Clause 6.7 shall not affect the participation of each other Lender in that Letter of Credit.

Reduction or expiry of Letter of Credit

Appointment of additional Issuing Banks

LETTERS OF CREDIT

Immediately payable

Claims under a Letter of Credit

If a Letter of Credit or any amount outstanding under a Letter of Credit becomes payable to a beneficiary or a claim has been made by the beneficiary in respect of that Letter of Credit or the amounts outstanding under that Letter of Credit on any date, the relevant Issuing Bank shall promptly notify the Borrower and the Agent of the amount of such claim.

The Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Letter of Credit and which appears on its face to be in order (in this Clause 7, a “claim”).

The Borrower shall immediately on demand or, if such payment is being funded by a Guarantee Facility Loan, shall within three (3) Business Days of demand, pay to the Agent for the Issuing Bank an amount equal to the amount of any claim.

The Borrower acknowledges that the Issuing Bank:

is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

The obligations of the Borrower under this Clause 7.2 will not be affected by:

the sufficiency, accuracy or genuineness of any claim or any other document; or

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Indemnities

The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit.

Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by the Borrower pursuant to a Finance Document).

The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of any Letter of Credit which it has requested.

The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

If the Borrower has provided cash cover in respect of a Lender’s participation in a Letter of Credit, the Issuing Bank shall seek reimbursement from that cash cover before making a demand of that Lender under Clause (b) above. Any recovery made by an Issuing Bank pursuant to that cash cover will reduce that Lender’s liability under Clause (b) above.

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

any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;

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

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

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;

any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

any insolvency or similar proceedings.

Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover

If, at any time, a Lender under the Guarantee Facility is a Non-Acceptable L/C Lender, the Issuing Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling 10 Business Days after the request by the Issuing Bank, an amount equal to that Lender’s L/C Proportion of:

the outstanding amount of a Letter of Credit; or

in the case of a proposed Letter of Credit, the amount of that proposed Letter of Credit,

in the name of that Lender with the Issuing Bank; or

in the name of the Issuing Bank.

The Non-Acceptable L/C Lender to whom a request has been made in accordance with paragraph (a) above shall enter into a security document or other form of collateral arrangement over the account, in form and substance satisfactory to the Issuing Bank, as collateral for any amounts due and payable under this Agreement by that Lender to the Issuing Bank in respect of that Letter of Credit.

Subject to paragraph (f) below, withdrawals from such an account may only be made to pay the Issuing Bank amounts due and payable to it under this Agreement by the Non-Acceptable L/C Lender in respect of that Letter of Credit until no amount is or may be outstanding under that Letter of Credit.

Each Lender under the Guarantee Facility shall notify the Agent and the Borrower:

on the date of this Agreement or on any later date on which it becomes such a Lender in accordance with Clause 26 (Changes to the Lenders) whether it is a Non-Acceptable L/C Lender; and

as soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable L/C Lender,

Any notice received by the Agent pursuant to paragraph (d) above shall constitute notice to the Issuing Bank of that Lender’s status and the Agent shall, upon receiving each such notice, promptly notify the Issuing Bank of that Lender’s status as specified in that notice.

Notwithstanding paragraph (c) above, a Lender which has provided cash collateral in accordance with this Clause 7.4 may, by notice to the Issuing Bank, request that an amount equal to the amount provided by it as collateral in respect of the relevant Letter of Credit (together with any accrued interest) be returned to it:

to the extent that such cash collateral has not been applied in satisfaction of any amount due and payable under this Agreement by that Lender to the Issuing Bank in respect of the relevant Letter of Credit;

if:

it ceases to be a Non-Acceptable L/C Lender; or

its obligations in respect of the relevant Letter of Credit are transferred to a New Lender in accordance with the terms of this Agreement; and

if no amount is due and payable by that Lender in respect of a Letter of Credit,

To the extent that a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies the Issuing Bank that it will not provide cash collateral) in accordance with this Clause 7.4 in respect of a proposed Letter of Credit, the Issuing Bank shall promptly notify the Borrower (with a copy to the Agent) and the Borrower of that proposed Letter of Credit may, at any time before the proposed Utilisation Date of that Letter of Credit, provide cash cover in an amount equal to that Lender’s L/C Proportion of the amount of that proposed Letter of Credit.

Requirement for cash cover from Borrower

a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies the Issuing Bank that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non Acceptable L/C Lender and Borrower’s option to provide cash cover) in respect of a Letter of Credit that has been issued;

the Issuing Bank notifies the Borrower (with a copy to the Agent) that it requires the Borrower of the relevant Letter of Credit to provide cash cover in an amount equal to that Lender’s L/C Proportion of the outstanding amount of that Letter of Credit; and

the Borrower has not already provided such cash cover which is continuing to stand as collateral,

Regulation and consequences of cash cover provided by Borrower

Any cash cover provided by the Borrower pursuant to Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover) or Clause 7.5 (Requirement for cash cover from Borrower) may be funded out of a Guarantee Facility Loan.

Notwithstanding paragraph (e) of Clause 1.2 (Construction), the Borrower may request that an amount equal to the cash cover (together with any accrued interest) provided by it pursuant to Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover) or Clause 7.5 (Requirement for cash cover from Borrower) be returned to it:

to the extent that such cash cover has not been applied in satisfaction of any amount due and payable under this Agreement by the Borrower to the Issuing Bank in respect of a Letter of Credit;

if:

the relevant Lender ceases to be a Non-Acceptable L/C Lender; or

the relevant Lender’s obligations in respect of the relevant Letter of Credit are transferred to a New Lender in accordance with the terms of this Agreement; and

if no amount is due and payable by the relevant Lender in respect of the relevant Letter of Credit,

To the extent that the Borrower has provided cash cover pursuant to Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover) or Clause 7.5 (Requirement for cash cover from Borrower), the relevant Lender’s L/C Proportion in respect of that Letter of Credit will remain (but that Lender’s obligations in relation to that Letter of Credit may be satisfied in accordance with paragraph paragraph (e) of Clause 1.2 (Construction)). However the Borrower’s obligation to pay any Letter of Credit fee in relation to the relevant Letter of Credit to the Agent (for the account of that Lender) in accordance with paragraph (b) of Clause 13.5 (Fees payable in respect of Letters of Credit) will be reduced proportionately as from the date on which it provides that cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral).

The relevant Issuing Bank shall promptly notify the Agent of the extent to which the Borrower provides cash cover pursuant to Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover) or Clause 7.5 (Requirement for cash cover from Borrower) and of any change in the amount of cash cover so provided.

Right of contribution

REPAYMENT

Repayment of Term Loans

The Borrower shall repay any Term Loan made available to it on the Termination Date.

The Borrower may not reborrow any part of a Term Loan Facility which is repaid.

Repayment of Guarantee Facility Loans

The Borrower which has drawn a Guarantee Facility Loan shall repay that Loan on the last day of its Interest Period.

Without prejudice to the Borrower’s obligation under paragraph (b) above, if:

one or more Guarantee Facility Loans are to be made available to the Borrower:

on the same day that a maturing Guarantee Facility Loan is due to be repaid by the Borrower; and

in whole or in part for the purpose of refinancing the maturing Guarantee Facility Loan; and

the proportion borne by each Lender’s participation in the maturing Guarantee Facility Loan to the amount of that maturing Guarantee Facility Loan is the same as the proportion borne by that Lender’s participation in the new Guarantee Facility Loans to the aggregate amount of those new Guarantee Facility Loans,

if the amount of the maturing Guarantee Facility Loan exceeds the aggregate amount of the new Guarantee Facility Loans:

the Borrower will only be required to make a payment under Clause 31.1 (Payments to the Agent) in an amount equal to that excess; and

each Lender’s participation in the new Guarantee Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Guarantee Facility Loan and that Lender will not be required to make a payment under Clause 31.1 (Payments to the Agent) in respect of its participation in the new Guarantee Facility Loans; and

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

the Borrower will not be required to make a payment under Clause 31.1 (Payments to the Agent); and

each Lender will be required to make a payment under Clause 31.1 (Payments to the Agent) in respect of its participation in the new Guarantee Facility Loans only to the extent that its participation in the new Guarantee Facility Loans exceeds that Lender’s participation in the maturing Guarantee Facility Loan and the remainder of that Lender’s participation in the new Guarantee Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Guarantee Facility Loan.

PREPAYMENT AND CANCELLATION

Illegality

that Lender shall (or in the case of (B) above, any Lender may) promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Borrower (or in the case of (B) above, if the relevant Lender so specifies in its notice or any subsequent notice), each Available Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 9.7 (Right of replacement or repayment and cancellation in relation to a single Lender), the Borrower shall (in the case of (B) above, if the relevant Lender so specifies in its notice or any subsequent notice) repay that Lender’s participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

Illegality in relation to Issuing Bank

that Issuing Bank shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Borrower, the Issuing Bank shall not be obliged to issue any Letter of Credit;

the Borrower shall procure that the Borrower shall use its best endeavours to procure the release of each Letter of Credit issued by that Issuing Bank and outstanding at such time on or before the date specified by the Issuing Bank in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law); and

unless any other Lender is or has become an Issuing Bank pursuant to the terms of this Agreement, the Guarantee Facility shall cease to be available for the issue of Letters of Credit.

Change of control

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

no Lender shall be obliged to fund a Utilisation (other than a Guarantee Facility Lender for a Rollover Loan only);

if a Lender so requires and notifies the Agent within fifteen (15) Business Days of the Borrower notifying the Agent of the event, the Agent shall, by not less than five (5) Business Days’ notice to the Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.

Voluntary cancellation

Voluntary prepayment of Term Loans

The Borrower to which a Loan has been made may, if it gives the Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Term Loan (but, if in part, being an amount that reduces the amount of that Term Loan by a minimum amount of EUR 1,000,000) in accordance with Clauses 9.16 (Application of mandatory prepayments and cancellations) and 9.17 (Restrictions).

Any prepayment of a Term Loan under this Clause shall be applied on a pro rata basis between all Term Loans.

Voluntary prepayment of Guarantee Facility Utilisations

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

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up) or under an equivalent provision of any Finance Document; or

any Lender or Issuing Bank claims indemnification from an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs); or

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

(if such circumstances relate to a Lender) of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.;

(if such circumstance relate to the Issuing Bank) of repayment of any outstanding Letter of Credit issued by it and cancellation of its appointment as an Issuing Bank under this Agreement in relation to any Letters of Credit to be issued in the future.

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

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

If:

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

a Lender becomes a Non-Consenting Lender (as defined in paragraph (g) below) or a Defaulting Lender;

an Obligor becomes obliged to pay any amount in accordance with Clause 9.1 (Illegality) to any Lender,

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

the Borrower shall have no right to replace the Agent;

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

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

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

performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

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

In the event that the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a consent, waiver or amendment of, any provisions of a Finance Document and for which the unanimous consent of the Lenders was required and Lenders whose Commitments aggregate more than 85% of the Total Commitments or whose participations in the Loans then outstanding aggregate more than 85% of all the Loans then outstanding have consented or agreed to such consent, waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment within 20 Business Days of the relevant request being made to it (or if longer, such period specified in the Borrower’s request) shall be deemed a “Non-Consenting Lender”.

Mandatory prepayment and cancellation in relation to a single Lender

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

upon the Agent notifying that Lender, its Commitment(s) will be immediately cancelled; and

the Borrower shall repay that Lender’s participation in the Loans made to the Borrower on the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above or, if earlier, the date specified by that Lender in a notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

Disposal Proceeds

For the purpose of this Clause 9.9:

any reasonable expenses which are incurred by any member of the Group with respect to that Disposal to persons who are not members of the Group;

any Tax incurred and required to be paid by the member of the Group which is the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance) including any amount due by a member of Group under a tax consolidation agreement.

Subject to Clause 9.14 (Legal and tax impediments), the Borrower shall ensure that an amount equal to 100 per cent of the Net Disposal Proceeds in excess, individually of EUR 3,500,000 or, in aggregate of EUR 7,000,000 throughout the life of the Facilities, is applied in prepayment of the Loans, in accordance with Clauses 9.16 (Application of mandatory prepayments and cancellations) and 9.17 (Restrictions).

Insurance Proceeds

For the purpose of this Clause 9.10:

designated to meet third party claims;

designated to cover operating losses, loss of profits or business interruption in respect of which the relevant insurance claim was made; or

committed to be reinvested within 12 months of such receipt and are reinvested within 18 months of the date of receipt of such Net Insurance Proceeds to replace, repair or reinstate the asset(s) to which those proceeds relate or to meet a liability in respect of which such Net Insurance Proceeds were received.

any reasonable expenses in relation to that claim which are incurred by any member of the Group to persons who are not members of the Group;

any Tax (x) incurred and required to be paid by a member of the Group in relation to that claim or (y) arising in connection with any transfer of the proceeds between members of the Group.

Subject to Clause 9.14 (Legal and tax impediments), the Borrower shall ensure that an amount equal to 100 per cent of the Net Insurance Proceeds in excess, for any Financial Year, of EUR 1,000,000, is applied in prepayment of the Loans, in accordance with Clauses 9.16 (Application of mandatory prepayments and cancellations) and 9.17 (Restrictions).

Excess Cashflow

0%

50%

100%

Equity Cure

First Equity Cure

Second Equity Cure

Third Equity Cure

As from the Fourth Equity Cure

Mandatory prepayment of the Capex Facility

Legal and tax impediments

If as a consequence of non-permissibility under local laws or without incurring costs (tax or otherwise) equal to or in excess of 3% of the amount to be applied in prepayment of the Loans, a member of the Group cannot distribute or up-stream an amount to another member of the Group required to be applied in prepayment of the Facilities in accordance with Clause 9.9 (Disposal Proceeds), 9.10 (Insurance Proceeds) or 9.11 (Excess Cashflow), such amount shall only be applied in prepayment of the Loans once any such up-streaming become legally feasible or is capable of being made without such material costs.

The Borrower shall use all its reasonable endeavours to overcome any such restrictions or to minimize any cost in relation thereof. If at any time such restrictions are removed, any relevant delayed early prepayment shall be made at the end of the next Interest Period.

Hedging Documents

Application of mandatory prepayments and cancellations

A prepayment of Utilisations or cancellation of Available Commitments made under Clauses 9.9 (Disposal Proceeds), 9.10 (Insurance Proceeds), 9.11 (Excess Cashflow), 9.12 (Equity Cure) and 9.13 (Mandatory prepayment of the Capex Facility) shall be applied in prepayment of Loans in the following order:

first, in prepayment of Term Loans as contemplated in paragraphs (b) below, together with accrued interest on the amount prepaid, Break Costs (if any) and termination costs under Hedging Documents (if applicable);

secondly, in cancellation of the corresponding Available Commitments of any Term Loan Facility;

thirdly, in cancellation of the Available Commitments under the Guarantee Facility (and the Available Commitments of the Lenders under the Guarantee Facility will be cancelled rateably); and

fourthly, in prepayment of Guarantee Facility Loans such that:

outstanding Guarantee Facility Loans shall be prepaid on a pro rata basis; and

outstanding Guarantee Facility Loans shall be prepaid before outstanding Letters of Credit (which shall then be prepaid on a pro rata basis),

Each prepayment of the Loans in accordance with Clauses 9.9 (Disposal Proceeds) and 9.10 (Insurance Proceeds) shall be made promptly upon receipt of the relevant proceeds.

Each prepayment of the Loans in accordance with Clauses 9.11 (Excess Cashflow) and 9.12 (Equity Cure) (as applicable) shall be applied in prepayment of a Loan on the last day of the current Interest Period relating to that Loan.

Any prepayment of a Loan (other than a prepayment pursuant to Clause 9.1 (Illegality), 9.7 (Right of replacement or repayment and cancellation in relation to a single Lender or Issuing Bank) or Clause 9.8 (Mandatory prepayment and cancellation in relation to a single Lender) shall be applied pro rata to each Lender’s participation in that Loan.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

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

For the avoidance of doubt, any amount not required to be applied in prepayment of the Facilities in accordance with this Clause 9 shall be available for the general corporate purpose of the relevant Obligor, including, subject to the provisions of this Agreement and the subordination provisions of the Intercreditor Agreement, for Permitted Payments.

The Borrower may not reborrow any part of a Term Loan Facility which is prepaid.

Unless a contrary indication appears in this Agreement, any part of the Guarantee Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

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

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 9 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

INTEREST

Calculation of interest

Margin; and

EURIBOR.

Payment of interest

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue to the fullest extent permitted by law and without notice (mise en demeure) on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.3 shall be immediately payable by the Borrower on demand by the Agent.

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

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

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

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount only if, within the meaning of article 1343-2 of the French Code civil, such interest is due for a period of at least one year, but will remain immediately due and payable.

Notification of rates of interest

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

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

Effective Global Rate (Taux Effectif Global)

INTEREST PERIODS

Interest Periods

Subject to this Clause 11.1, an Interest Period for a Loan is six (6) Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders).

No Interest Period for a Loan shall extend beyond the Termination Date.

The first Interest Period for each Loan shall start on its Utilisation Date and end on the earlier of 30 June or 31 December immediately following such Utilisation Date.

Each following Interest Period shall start on the last day of the preceding Interest Period and end on the next Interest Payment Date.

A Guarantee Facility Loan has one Interest Period only.

Non-Business Days

Consolidation of Loans

relate to Loans made to the Borrower; and

end on the same date,

CHANGES TO THE CALCULATION OF INTEREST

Unavailability of Screen Rate

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

Reference Bank Rate: If no Screen Rate is available for EURIBOR for:

Euro; or

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

Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for the relevant currency or Interest Period there shall be no EURIBOR for that Loan and Clause 12.4 (Cost of funds) shall apply to that Loan for that Interest Period.

Calculation of Reference Bank Rate

Subject to paragraph (b) below, if EURIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated based on the quotations of the remaining Reference Banks.

If at or about 11:30 a.m. on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

Market disruption

Cost of funds

If this Clause 12.4 applies, the rate of interest on the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the applicable Margin; and

the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event no later than on Business Day before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this Clause 12.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

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

If this Clause 12.4 applies pursuant to Clause 12.3 (Market disruption) and:

a Lender’s Funding Rate is less than EURIBOR; or

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

If this Clause 12.4 applies pursuant to Clause 12.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

Notification to the Borrower

Break Costs

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

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

Modification and/or discontinuation of certain benchmarks

Without prejudice to any other provisions of this Clause 12, each Party acknowledges and agrees to the benefit of the other Party that:

EURIBOR benchmarks (i) may be subject to methodological or other changes which could affect its value, (ii) may not comply with applicable laws and regulations (such as the European Benchmark Regulation) and/or (iii) may be permanently discontinued;

the occurrence of any of the aforementioned events and/or a Screen Rate Replacement Event may have adverse consequences which may materially impact the economics of the financing transaction contemplated under this Agreement.

The Parties further acknowledge that if any of the aforementioned events and/or a Screen Rate Replacement Event is forthcoming, they shall enter into negotiations with a view to agreeing the necessary changes to this Agreement in order to preserve the economics of the financing transaction contemplated therein for all the Parties and, in particular, the margin initially agreed between the Parties. Such negotiations shall be carried out by each Party in good faith and in consideration of the then prevailing market practice (without prejudice to the particularities, as the case may be, of this transaction).

For the purpose of this Clause 12.7, “Screen Rate Replacement Event” shall mean any of the events referred to in Clauses 12.1 (Unavailability of Screen Rate) to 12.4 (Cost of funds).

FEES

Commitment fee

The Borrower shall pay to the Agent (for the account of each Lender) a fee in Euro computed at the rate of 35 per cent. per annum of the applicable Margin on that Refinancing Facility Lender’s Available Commitment for the Availability Period of the Refinancing Facility.

The Borrower shall pay to the Agent (for the account of each Lender) a fee in Euro computed at the rate of 35 per cent. per annum of the applicable Margin on that Capex Facility Lender’s Available Commitment for the Availability Period of the Capex Facility.

The Borrower shall pay to the Agent (for the account of each Lender) a fee in Euro computed at the rate of 35 per cent. per annum of the applicable Margin on that Guarantee Facility Lender’s Available Commitment for the Availability Period of the Guarantee Facility.

Each accrued commitment fee is payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

Structuring and Arrangement Fee