EX-4.3





 Exhibit 4.3 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT
CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. 
  

			
	 




	  	CLIFFORD CHANCE LLP

 EXECUTION VERSION 

AMENDMENT AND RESTATEMENT AGREEMENT 

DATED 16 FEBRUARY 2021 
 FOR 

ANHEUSER-BUSCH INBEV SA/NV 
 AS
COMPANY 
 WITH 
 BNP PARIBAS
FORTIS SA/NV 
 ACTING AS AGENT 
  

 
 RELATING TO A
USD9,000,000,000 FACILITIES 
 AGREEMENT 

DATED 26 FEBRUARY 2010 (AS AMENDED ON 

25 JULY 2011, EXTENDED ON 20 AUGUST 2013, 

AMENDED AND RESTATED ON 28 AUGUST 2015 

AND AMENDED ON 27 OCTOBER 2015) 
  

 
  












 CONTENTS 
  

							
	Clause	  	Page	 
	1.	  	Definitions and Interpretation	  	 	2	 
	2.	  	Representations	  	 	3	 
	3.	  	Amendment and Restatement	  	 	3	 
	4.	  	New Lenders and Commitment Increases	  	 	3	 
	5.	  	Continuity	  	 	6	 
	6.	  	Fees, Costs and Expenses	  	 	6	 
	7.	  	Consents and waiver	  	 	7	 
	8.	  	Miscellaneous	  	 	7	 
	9.	  	Governing Law	  	 	7	 
	 Schedule 1 The Parties
	  	 	8	 
	 Part I The Borrowers
	  	 	8	 
	 Part II The Guarantors
	  	 	8	 
	 Part III The Existing Lenders
	  	 	9	 
	 Part IV The Lenders
	  	 	11	 
	 Schedule 2 Conditions Precedent to the 2021 Effective Date
	  	 	i	 
	 Schedule 3 Restated Agreement
	  	 	iii	 


  
 - i - 













 THIS AGREEMENT is dated 16 February 2021 and made between: 

 

	(1)	 ANHEUSER-BUSCH INBEV SA/NV, a naamloze vennootschap/société anonyme, with its
registered seat at Grand Place 1, 1000 Brussels, registered with the Crossroads Bank of Enterprises (Kruispuntbank voor Ondernemingen/Banque Carrefour des Entreprises) under number 0417.497.106 (RPR/RPM Brussels) (the
“Company”); 


  

	(2)	 THE COMPANIES listed in Part I of Schedule 1 (The Parties) as borrowers (the
“Borrowers”); 


  

	(3)	 THE COMPANIES listed in Part II of Schedule 1 (The Parties) as guarantors (the
“Guarantors”); 


  

	(4)	 THE FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 (The Parties), as lenders (the
“Existing Lenders”); 


  

	(5)	 BANCO SANTANDER, S.A., NEW YORK BRANCH, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, BANK OF
AMERICA, N.A., LONDON BRANCH, CITIBANK, N.A., LONDON BRANCH, J.P. MORGAN AG, MIZUHO BANK EUROPE N.V., SOCIÉTÉ GÉNÉRALE S.A., BRUSSELS BRANCH, STANDARD CHARTERED BANK, NATIONAL WESTMINSTER BANK PLC and UNICREDIT
S.P.A. as new lenders (the “New Lenders”); 


  

	(6)	 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, BANCO SANTANDER, S.A., NEW YORK BRANCH, BANK OF AMERICA
EUROPE DESIGNATED ACTIVITY COMPANY, BARCLAYS BANK PLC, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, BNP PARIBAS FORTIS SA/NV, CITIBANK, N.A., LONDON BRANCH, COMMERZBANK AKTIENGESELLSCHAFT, FILIALE LUXEMBURG, DEUTSCHE BANK LUXEMBOURG S.A.,
HSBC BANK USA, NATIONAL ASSOCIATION, ING BELGIUM SA/NV, INTESA SANPAOLO BANK LUXEMBOURG S.A., AMSTERDAM BRANCH, J.P. MORGAN AG, MIZUHO BANK EUROPE N.V., MORGAN STANLEY SENIOR FUNDING, INC., MUFG BANK, LTD., COÖPERATIEVE RABOBANK U.A., NEW YORK
BRANCH, SOCIÉTÉ GÉNÉRALE S.A., BRUSSELS BRANCH, STANDARD CHARTERED BANK, SUMITOMO MITSUI BANKING CORPORATION, THE TORONTO-DOMINION BANK, THE BANK OF NEW YORK MELLON, NATIONAL WESTMINSTER BANK PLC, U.S. BANK NATIONAL
ASSOCIATION, UNICREDIT S.P.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as mandated lead arrangers and bookrunners (the “Arrangers”); 


  

	(7)	 BNP PARIBAS FORTIS SA/NV as agent of the other Finance Parties (the “Agent”); and



  

	(8)	 BNP PARIBAS FORTIS SA/NV as issuing bank (the “Issuing Bank”). 



  
 - 1 - 













 IT IS AGREED as follows: 
  

	1.	 DEFINITIONS AND INTERPRETATION 



 

	1.1	 Definitions 



In this Agreement: 
 “2021
Effective Date” means the date on which the Agent confirms to the Existing Lenders, the New Lenders, the Arrangers, the Issuing Bank and the Company that it has received each of the documents and other evidence listed in Schedule 2
(Conditions Precedent to the 2021 Effective Date) in form and substance satisfactory to the Agent (and the Agent shall provide such confirmation promptly upon being so satisfied). 

“Amended Facility Agreement” means the Original Facility Agreement, as amended and restated by this Agreement. 

“Guarantee Obligations” means the guarantee and indemnity obligations of a Guarantor contained in the Finance Documents. 

“Original Facility Agreement” means the USD9,000,000,000 facilities agreement dated 26 February 2010 (as amended on
25 July 2011, as extended on 20 August 2013, amended and restated on 28 August 2015 and amended on 27 October 2015) between, among others, the Company as company, the Company and Anheuser-Busch InBev Worldwide Inc. as original
borrowers and original guarantors, Anheuser-Busch Companies, LLC as original guarantor, BNP Paribas Fortis SA/NV (formerly Fortis Bank SA/NV) as Agent and Issuing Bank and the financial institutions listed therein as original lenders. 

“Resigning Lenders” means each Existing Lender who is not listed as a lender in Part IV of Schedule 1 (The Parties).

  

	1.2	 Incorporation of defined terms 



 

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


  

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


  

	1.3	 Clauses 



In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a
Clause in or a Schedule to this Agreement. 
  

	1.4	 Third party rights 



A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the
benefit of any term of this Agreement. 

  
 - 2 - 














	1.5	 Designation 



In accordance with the terms of the Original Facility Agreement, each of the Company and the Agent designates this Agreement as a Finance
Document. 
  

	2.	 REPRESENTATIONS 



Each of the representations and warranties in clause 29 (Representations) of the Original Facility Agreement, other than in clause 29.10
(Financial statements) of the Original Facility Agreement, are made by each Obligor (by reference to the facts and circumstances then existing) on: 
  

	 	(a)	 the date of this Agreement; and 



 

	 	(b)	 the 2021 Effective Date, 



and references to “this Agreement” or to the “Finance Documents” in those representations and warranties shall be construed
as references to or including (as the case may be) this Agreement and to the Original Facility Agreement and on the 2021 Effective Date, to the Amended Facility Agreement. 
  

	3.	 AMENDMENT AND RESTATEMENT 



With effect from the 2021 Effective Date, the Original Facility Agreement shall be amended and restated so that it shall be read and construed
for all purposes as set out in Schedule 3 (Restated Agreement). 
  

	4.	 NEW LENDERS AND COMMITMENT INCREASES 



 

	4.1	 New Lender accession 



 

	 	(a)	 On the 2021 Effective Date: 



 

	 	(i)	 the Total Commitments will be increased to USD10,100,000,000. 



 

	 	(ii)	 the Commitments of each of the Existing Lenders will be increased or decreased (as applicable) to the amount
set out in the relevant columns entitled “2021 Effective Date Revolving Facility Commitment”, “2021 Effective Date Dollar Swingline Commitment” and “2021 Effective Date Euro Swingline Commitment” opposite its name in
Part IV of Schedule 1 (The Parties); 


  

	 	(iii)	 each Resigning Lender shall cease to be a Lender and an Arranger under the Amended Facility Agreement and each
of the Obligors and the Resigning Lenders shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled;



  

	 	(iv)	 each New Lender will become a Lender under the Amended Facility Agreement with Commitments as set out in the
relevant columns entitled “2021 Effective Date Revolving Facility Commitment”, “2021 Effective Date Dollar Swingline Commitment” and “2021 Effective Date Euro Swingline Commitment” opposite its name in Part IV of
Schedule 1 (The Parties); 



  
 - 3 - 














	 	(v)	 each of the Obligors, the Agent, the Arrangers, the Issuing Bank, the Existing Lenders (other than the
Resigning Lenders) and the New Lenders shall assume obligations towards one another and/or acquire rights against one another as such parties would have assumed and/or acquired had: 



 

	 	(A)	 the relevant Existing Lenders been Original Lenders with the Commitments set out opposite their name in Part IV
of Schedule 1 (The Parties); and 


  

	 	(B)	 the New Lenders been Original Lenders with the Commitments set out opposite their name in Part IV of Schedule 1
(The Parties). 


  

	 	(b)	 As a result of paragraph (a) above, the parties to the Amended Facility Agreement on the 2021 Effective
Date will be the Obligors (in their respective capacities), the Agent, the Lenders as set out in Part IV of Schedule 1 (The Parties), the Issuing Bank and the Arrangers. 



 

	4.2	 Amounts payable on or before the 2021 Effective Date 



Any amounts payable to an Existing Lender by the Obligors pursuant to any Finance Document on or before the 2021 Effective Date (including,
without limitation, all interest, fees and commission payable to that Existing Lender on the 2021 Effective Date) in respect of any period ending on or prior to the 2021 Effective Date shall be for the account of that Existing Lender and none of the
New Lenders shall have any interest in, or any rights in respect of, any such amount. 
  

	4.3	 Limitation of responsibility of Existing Lenders 



 

	 	(a)	 Each New Lender confirms to each Existing Lender and the other Finance Parties that it: 



 

	 	(i)	 has received a copy of the Original Facility Agreement together with such other information as it has required
in connection with this transaction; 


  

	 	(ii)	 has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and the Amended Facility Agreement and has not relied exclusively on any information provided to it by any Existing Lender in
connection with any Finance Document; and 


  

	 	(iii)	 will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related
entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. 



  
 - 4 - 














	 	(b)	 Unless expressly agreed to the contrary, no Existing Lender nor any other Finance Party makes any
representation or warranty nor assumes any responsibility to the New Lenders for: 


  

	 	(i)	 the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other
documents; 


  

	 	(ii)	 the financial condition of any Obligor; 



 

	 	(iii)	 the performance and observance by any Obligor of its obligations under the Finance Documents or any other
documents; or 


  

	 	(iv)	 the accuracy of any statements (whether written or oral) made in or in connection with the Finance Documents or
any other document, 


 and any representations or warranties implied by law are excluded. 

 

	 	(c)	 Nothing in any Finance Document obliges any Existing Lender to support any losses directly or indirectly
incurred by a New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. 



 

	4.4	 Administrative Details 



Each New Lender confirms that it has delivered to the Agent its Facility Office details and address, fax number and attention details for the
purposes of clause 40 (Notices) of the Amended Facility Agreement. 
  

	4.5	 New Lender Tax Status Confirmation 



Each New Lender confirms in the relevant column opposite its name in Part IV of Schedule 1 (The Parties) whether it is: 

 

	 	(a)	 in respect of a Belgian Obligor: 



 

	 	(i)	 a Belgian Qualifying Lender (other than a Belgian Treaty Lender); 



 

	 	(ii)	 a Belgian Treaty Lender; or 



 

	 	(iii)	 not a Belgian Qualifying Lender, 



 

	 	(b)	 in respect of a Luxembourg Obligor: 



 

	 	(i)	 a Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender); 



 

	 	(ii)	 a Luxembourg Treaty Lender; or 



 

	 	(iii)	 not a Luxembourg Qualifying Lender, 



 

	 	(c)	 in respect a Borrower tax resident in U.S: 



 

	 	(i)	 a US Qualifying Lender (other than a US Treaty Lender); 



  
 - 5 - 














	 	(ii)	 a US Treaty Lender; or 



 

	 	(iii)	 not a US Qualifying Lender. 



 

	4.6	 New Lender Status Confirmations 



 

	 	(a)	 Each New Lender confirms that it is not a Non-Acceptable L/C Lender.



  

	 	(b)	 Each New Lender confirms that it is not incorporated, having its place of effective management, or acting
through a Facility Office or office, as the case may be, located in a Non-Cooperative Jurisdiction. 


  

	5.	 CONTINUITY  



 

	5.1	 Continuing obligations 



The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full
force and effect. 
  

	5.2	 Confirmation of Guarantee Obligations  



Each Guarantor confirms for the benefit of the Finance Parties its acceptance of the Amended Facility Agreement and that all Guarantee
Obligations owed by it under the Original Facility Agreement shall (a) remain in full force and effect following the 2021 Effective Date notwithstanding the amendments referred to in Clause 3 (Amendment and Restatement) and
(b) extend to any new obligations assumed by any Obligor under the Finance Documents as a result of this Agreement (including, but not limited to, under the Amended Facility Agreement). 

 

	6.	 FEES, COSTS AND EXPENSES 



 

	6.1	 Amendment fee 



The Company shall within 5 Business Days of the 2021 Effective Date pay to the Agent (for the account of the Lenders under (and as defined in)
the Amended Facility Agreement as at the 2021 Effective Date) an amendment fee (the “Amendment Fee”) in an amount equal to [***] per cent. of the amount of the Revolving Facility Commitment of each Lender under the Amended Facility
Agreement on the 2021 Effective Date (as set out in Part IV of Schedule 1 (The Parties)). 
  

	6.2	 Transaction expenses 



The Company shall within ten Business Days of demand pay the Agent the amount of all costs and expenses (including but not limited to legal
fees) reasonably incurred by it in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement. 

  
 - 6 - 














	7.	 CONSENTS AND WAIVER 



The Company, each other Obligor, the Agent, the Issuing Bank and each of the other Finance Parties each consent to the New Lenders becoming
Lenders, the new Arrangers becoming Arrangers and the Resigning Lenders ceasing to be Lenders or Arrangers. 
  

	8.	 MISCELLANEOUS 



 

	8.1	 Incorporation of terms 



The provisions of clause 40 (Notices), clause 42 (Partial invalidity), clause 43 (Remedies and waivers) and
clause 49 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” or “the Finance
Documents” are references to this Agreement. 
  

	8.2	 Counterparts 



This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement. 
  

	8.3	 No waiver 



Except to the extent expressly waived in this Agreement, no waiver is given by this Agreement and the Existing Lenders and the New Lenders
expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents. 
  

	9.	 GOVERNING LAW 



This Agreement and any non-contractual obligations arising out of or in connection with it are governed
by English law. 
 This Agreement has been entered into on the date stated at the beginning of this Agreement. 

Documentary duty of EUR 0.15 per original paid by bank transfer from Clifford Chance on 29 September 2016. Droit d’écriture de 0,15
euro par original payé par transfert bancaire de Clifford Chance le 29 Septembre 2016. Recht op geschriften van 0,15 euro per origineel betaald per overschrijving door Clifford Chance op 29 September 2016. 

  
 - 7 - 













 SCHEDULE 1 

THE PARTIES 
 PART I

 THE BORROWERS 
  

			
	Name of Borrower	  	Registration number (or equivalent, if any) and Jurisdiction of Incorporation
		
	The Company	  	0417.497.106, Belgium
		
	Anheuser-Busch InBev Worldwide Inc.	  	90-0421412, Delaware, U.S.
		
	Cobrew NV/SA	  	0428.975.372, Belgium

 PART II 

THE GUARANTORS 
  

			
	Name of Guarantor	  	Registration number (or equivalent, if any) and Jurisdiction of Incorporation
		
	The Company	  	0417.497.106, Belgium
		
	Anheuser-Busch InBev Worldwide Inc.	  	Tax identification number 90-0421412, Delaware, U.S.
		
	Anheuser-Busch Companies, LLC	  	Tax identification number 90-0427472, Delaware, U.S.
		
	Anheuser-Busch InBev Finance Inc.	  	File number 5253080, Delaware, U.S.
		
	Brandbrew S.A.	  	RCS B75.696, Luxembourg
		
	Brandbev S.à r.l	  	RCS B80.984, Luxembourg
		
	Cobrew NV/SA	  	0428.975.372, Belgium


  
 - 8 - 













 PART III 

THE EXISTING LENDERS 
  

	
	Name of Existing Lender
	
	Australia And New Zealand Banking Group Limited
	
	Banco Santander, S.A.
	
	 Bank of America, N.A.
 Bank of America Europe
Designated Activity Company

	
	Barclays Bank PLC
	
	BNP Paribas Fortis SA/NV
	
	Citibank, N.A.
	
	Commerzbank Aktiengesellschaft, Filiale Luxemburg
	
	Coöperatieve Rabobank U.A., New York Branch (formerly known as Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch)
	
	Deutsche Bank Luxembourg S.A.
	
	HSBC Bank USA, National Association
	
	ING Belgium SA/NV
	
	Intesa Sanpaolo Bank Luxembourg S.A., Amsterdam Branch
	
	JPMorgan Chase Bank, N.A.
	
	J.P Morgan Securities plc
	
	Mizuho Bank, Ltd., New York Branch
	
	Mizuho Bank Nederland N.V.
	
	Morgan Stanley Bank N.A.
	
	MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
	
	Société Générale Succursale en Belgique de la Société Générale France
	
	Société Générale, London Branch
	
	 Sumitomo Mitsui Banking Corporation
  

The Toronto-Dominion Bank



  
 - 9 - 














	
	Name of Existing Lender
	
	 The Bank of New York Mellon
  

The Royal Bank of Scotland plc

	
	UniCredit Bank AG
	
	U.S. Bank National Association
	
	Wells Fargo Bank, National Association


  
 - 10 - 













 PART IV 

THE LENDERS 
  

									
	 Name of Lender
	  	 2021 Effective

Date Revolving

Facility
 Commitment

(USD)
	  	 2021 Effective

Date Dollar

Swingline

Commitment

(USD)
	  	 2021 Effective

Date Euro
 Swingline

Commitment

(EUR)
	  	 Tax Status

	Australia And New Zealand Banking Group Limited	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Banco Santander, S.A., New York Branch	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Bank of America Europe Designated Activity Company	  	[***]	  	[***]	  	[***]	  	 Belgian Treaty Lender
  

Luxembourg Treaty Lender
  

US Treaty Lender



  
 - 11 - 














									
	Bank of America, N.A.	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Barclays Bank PLC	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Treaty Lender

					
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	BNP Paribas Fortis SA/NV	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)



  
 - 12 - 














									
	Citibank, N.A., London Branch	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Commerzbank Aktiengesellschaft, Filiale Luxemburg	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Deutsche Bank Luxembourg S.A.	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	HSBC Bank USA, National Association	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)



  
 - 13 - 














									
	ING Belgium SA/NV	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Intesa Sanpaolo Bank Luxembourg S.A., Amsterdam Branch	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	J.P. Morgan AG	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Mizuho Bank Europe N.V.	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)



  
 - 14 - 














									
	Mizuho Bank, Ltd., New York Branch	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Morgan Stanley Bank N.A.	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	MUFG Bank, Ltd.	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Treaty Lender
  

US Treaty Lender

					
	Coöperatieve Rabobank U.A., New York Branch	  	[***]	  	[***]	  	[***]	  	 Belgian Treaty Lender
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Société Générale S.A., Brussels Branch	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)



  
 - 15 - 














									
	Standard Chartered Bank	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	Sumitomo Mitsui Banking Corporation	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	The Toronto-Dominion Bank	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	The Bank of New York Mellon	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)



  
 - 16 - 














									
	National Westminster Bank plc	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	U.S. Bank National Association	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)

					
	UniCredit S.p.A.	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

Not a US Qualifying Lender

					
	Wells Fargo Bank, National Association	  	[***]	  	[***]	  	[***]	  	 Belgian Qualifying Lender (other than a Belgian Treaty Lender)
  

Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)
  

US Qualifying Lender (other than a US Treaty Lender)



  
 - 17 - 














			
	



	  	CLIFFORD CHANCE LLP
		  	EXECUTION VERSION

 SCHEDULE 2 

CONDITIONS PRECEDENT TO THE 2021 EFFECTIVE DATE 

Obligors 
  

	1.	 A copy of the constitutional documents of each Obligor being, in respect of a Luxembourg Obligor, its up-to-date articles of association and an up-to-date excerpt from the Luxembourg Trade and
Companies Register (“RCS”) pertaining to that Luxembourg Obligor. 


  

	2.	 A copy of a resolution of the board of directors or, as applicable, the managers of each Obligor:



  

	 	(a)	 approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this
Agreement; 


  

	 	(b)	 authorising a specified person or persons to execute this Agreement on its behalf; and 



 

	 	(c)	 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices
(including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with this Agreement. 


  

	3.	 A specimen of the signature of each person authorised by the resolution referred to in paragraph 2 above.



  

	4.	 A certificate of the Company (signed by an authorised signatory) confirming that borrowing or guaranteeing, as
appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Obligor to be exceeded. 


  

	5.	 In respect of each Luxembourg Obligor, an
up-to-date negative certificate from the RCS stating that no judicial decision has been registered with the RCS by application of article 13, items 2 to 12 and article
14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the annual accounts of companies, as amended (the “RCS Law”), according to which the relevant
Luxembourg Obligor would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of
payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings. 



 

	6.	 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it
specified in paragraphs 1 to 5 above is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 


  

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















			
	



	  	CLIFFORD CHANCE LLP
		  	EXECUTION VERSION

 Finance Documents 
  

	8.	 This Agreement, duly executed by the parties to it. 



Legal opinions 
  

	9.	 A legal opinion of Allen & Overy LLP, legal advisers to the Agent in England. 



 

	10.	 A legal opinion of Allen & Overy S.C.S., legal advisers to the Agent in Luxembourg.



  

	11.	 A legal opinion of Clifford Chance Brussels, legal advisers to the Company and the Belgian Obligors in Belgium.



  

	12.	 A legal opinion of Allen & Overy Brussels, legal advisers to the Agent in Belgium.



  

	13.	 A legal opinion of Sullivan & Cromwell LLP, legal advisers to the Company, Anheuser-Busch InBev
Worldwide Inc., Anheuser-Busch Companies, LLC and Anheuser-Busch InBev Finance Inc. under the federal laws of the United States, the General Corporation Law of the State of Delaware and the laws of the State of New York. 



Other documents and evidence 
  

	14.	 A list of Security created by the Group prior to the 2021 Effective Date over its assets which secures
Financial Indebtedness. 


  

	15.	 A list of Financial Indebtedness incurred by the Group prior to the 2021 Effective Date. 



 

	16.	 Evidence of payment of all fees, costs and expenses then due from the Company under the Facility Agreement.



  

	17.	 Evidence satisfactory to the Agent that each Lender has carried out and is satisfied with the results of all
“know your customer” or other similar checks required in respect of the Obligors. 















			
	



	  	CLIFFORD CHANCE LLP
		  	EXECUTION VERSION

 SCHEDULE 3 

RESTATED AGREEMENT 













			
	



	  	CLIFFORD CHANCE LLP
		  	EXECUTION VERSION

 26 FEBRUARY 2010, AS AMENDED ON 25 JULY 2011, AS EXTENDED ON 

20 AUGUST 2013, AS AMENDED AND RESTATED BY AN AMENDMENT AND 

RESTATEMENT AGREEMENT DATED 28 AUGUST 2015, AS AMENDED BY AN 

AMENDMENT LETTER DATED 27 OCTOBER 2015 AND AMENDED AND 

RESTATED BY AN AMENDMENT AND RESTATEMENT AGREEMENT DATED 

16 February 2021 
 FOR 

ANHEUSER-BUSCH INBEV SA/NV 
 AND

 ANHEUSER-BUSCH INBEV WORLDWIDE INC. 

ARRANGED BY 
 THE ARRANGERS 

AND 
 BNP PARIBAS FORTIS SA/NV 

ACTING AS AGENT 
 AND 

BNP PARIBAS FORTIS SA/NV 
 AS
ISSUING BANK 
  
  

US$10,100,000,000 
 REVOLVING
CREDIT AND SWINGLINE 
 FACILITIES AGREEMENT 
  

 












 CONTENTS 
  

							
	Clause	  	 	  	Page	 
	1.	  	Definitions and Interpretations	  	 	4	 
	2.	  	The Facilities	  	 	52	 
	3.	  	Purpose	  	 	55	 
	4.	  	Conditions of Utilisation	  	 	55	 
	5.	  	Utilisation – Loans	  	 	56	 
	6.	  	Utilisation – Letters of Credit	  	 	60	 
	7.	  	Letters of Credit	  	 	63	 
	8.	  	Dollar Swingline Facility	  	 	67	 
	9.	  	Utilisation - Dollar Swingline Loans	  	 	68	 
	10.	  	Dollar Swingline Loans	  	 	70	 
	11.	  	Euro Swingline Facility	  	 	72	 
	12.	  	Utilisation - Euro Swingline Loans	  	 	73	 
	13.	  	Euro Swingline Loans	  	 	75	 
	14.	  	Optional Currencies	  	 	79	 
	15.	  	Repayment	  	 	79	 
	16.	  	Illegality, Voluntary Prepayment and Cancellation	  	 	81	 
	17.	  	Mandatory Prepayment	  	 	84	 
	18.	  	Restrictions	  	 	84	 
	19A.	  	Rate Switch	  	 	85	 
	19.	  	Interest	  	 	86	 
	20.	  	Interest Periods	  	 	92	 
	21.	  	Changes to the Calculation of Interest	  	 	93	 
	22.	  	Fees	  	 	95	 
	23.	  	Tax Gross-up and Indemnities	  	 	97	 
	24.	  	Increased Costs	  	 	107	 
	25.	  	Other Indemnities	  	 	110	 
	26.	  	Mitigation by the Lenders	  	 	111	 
	27.	  	Costs and Expenses	  	 	112	 
	28.	  	Guarantee and Indemnity	  	 	112	 
	29.	  	Representations	  	 	117	 
	30.	  	Information Undertakings	  	 	122	 
	31.	  	General Undertakings	  	 	125	 
	32.	  	Events of Default	  	 	130	 
	33.	  	Changes to the Lenders	  	 	135	 


  
 - i - 














							
	34.	  	Changes to the Obligors	  	 	142	 
	35.	  	Role of the Agent, the Arrangers, the Issuing Bank and others	  	 	145	 
	36.	  	Conduct of business by the Finance Parties	  	 	154	 
	37.	  	Sharing among the Finance Parties	  	 	154	 
	38.	  	Payment Mechanics	  	 	156	 
	39.	  	Set-Off	  	 	160	 
	40.	  	Notices	  	 	160	 
	41.	  	Calculations and Certificates	  	 	163	 
	42.	  	Partial Invalidity	  	 	164	 
	43.	  	Remedies and Waivers	  	 	164	 
	44.	  	Amendments and Waivers	  	 	164	 
	45.	  	Confidential Information	  	 	172	 
	46.	  	Confidentiality of Funding Rates and Reference Bank Quotations	  	 	177	 
	47.	  	Counterparts	  	 	179	 
	48.	  	USA Patriot Act	  	 	179	 
	49.	  	Contractual Recognition of Bail-In	  	 	179	 
	50.	  	Governing Law	  	 	181	 
	51.	  	Enforcement	  	 	181	 
	 Schedule 1 The 2021 Amendment and Restatement Date Parties
	  	 	183	 
	 Part 1 The Borrowers
	  	 	183	 
	 Part 2 The Guarantors
	  	 	183	 
	 Part 3 A The 2021 Amendment and Restatement Date Lenders
	  	 	184	 
	 Part 3 B The Dollar Swingline Lenders
	  	 	186	 
	 Part 3 C The Euro Swingline Lenders
	  	 	188	 
	 Part 4 The Arrangers
	  	 	190	 
	 Schedule 2 Conditions Precedent
	  	 	192	 
	 Part 1 Conditions Precedent to Initial Utilisation
	  	 	192	 
	 Part 2 Conditions Precedent required to be delivered by an Additional
Obligor
	  	 	195	 
	 Schedule 3 Requests
	  	 	197	 
	 Part 1 Utilisation Request - Loans
	  	 	197	 
	 Part 2 Utilisation Request - Letters of Credit
	  	 	199	 
	 Part 3 Utilisation request - Dollar Swingline Loans
	  	 	200	 
	 Part 4 Utilisation Request - Euro Swingline Loans
	  	 	201	 
	 Part 5 Form of Transfer Certificate
	  	 	202	 
	 Schedule 4 Form of Accession Letter
	  	 	205	 
	 Schedule 5 Form of Resignation Letter
	  	 	206	 
	 Schedule 6 Timetables
	  	 	207	 


  
 - ii - 














					
	 Part 1 Loans
	  	 	207	 
	 Part 2 Swingline Loans
	  	 	209	 
	 Part 3 Letters of Credit
	  	 	210	 
	 Schedule 7 Form of Letter of Credit
	  	 	211	 
	 Schedule 8 Guarantee Principles
	  	 	215	 
	 Schedule 9 Material Brands
	  	 	216	 
	 Schedule 10 Form of Increase Confirmation
	  	 	217	 
	 Schedule 11 Form of Extension Request
	  	 	220	 
	 Schedule 12 Form of Substitute Facility Office or Substitute Affiliate Lender Designation
Notice
	  	 	221	 
	 Schedule 13 Compounded Rate Terms
	  	 	223	 
	 Part I Dollars
	  	 	223	 
	 Part II Sterling
	  	 	227	 
	 Schedule 14 Daily Non-Cumulative Compounded RFR Rate
	  	 	230	 
	 Schedule 15 Form of Sustainability Compliance Certificate
	  	 	232	 


  
 - iii - 













 THIS AGREEMENT is dated 26 February 2010 (as amended on 25 July 2011, as extended on
20 August 2013, as amended and restated by an amendment and restatement agreement dated 28 August 2015, as amended by an amendment letter dated 27 October 2015 and as amended and restated pursuant to the 2021 Amendment and Restatement
Agreement) and made 
 BETWEEN: 
  

	(1)	 ANHEUSER-BUSCH INBEV SA/NV, a naamloze vennootschap/société anonyme, with its
registered seat at Grand Place 1, 1000 Brussels, registered with the Crossroads Bank of Enterprises (Kruispuntbank voor Ondernemingen/Banque Carrefour des Entreprises) under number 0417 497-106 (RPR/RPM
Brussels) (the “Company”); 


  

	(2)	 ANHEUSER-BUSCH INBEV WORLDWIDE INC., a company incorporated under the laws of Delaware, having its
registered office at 1209 Orange Street, Wilmington, Delaware 19801 with company registration no 90-0421412 (“ABIWW”); 



 

	(3)	 THE FINANCIAL INSTITUTIONS listed in Part 4 of Schedule 1 as mandated lead arrangers and bookrunners
(the “Arrangers”); 


  

	(4)	 THE COMPANIES listed in the signature pages as original guarantors (the “Original
Guarantors”); 


  

	(5)	 THE FINANCIAL INSTITUTIONS listed in Part 3 of Schedule 1 as lenders (the “Original
Lenders”); 


  

	(6)	 BNP PARIBAS FORTIS SA/NV as agent of the other Finance Parties (the “Agent”); and



  

	(7)	 BNP PARIBAS FORTIS SA/NV as the issuing bank (the “Issuing Bank”).



 IT IS AGREED as follows: 
  

	1.	 DEFINITIONS AND INTERPRETATIONS 



 

	1.1	 Definitions 



In this Agreement: 

“€STR” means, in relation to any day: 
  

	 	(a)	 the applicable Screen Rate for that day; or 



 

	 	(b)	 as otherwise determined pursuant to Clause 13.4 (Unavailability of Screen Rate – Euro Swingline
Facility). 


 “€STR Spread” means 0.005 per cent. 

“2021 Amendment and Restatement Agreement” means an amendment and restatement agreement in relation to this Agreement dated 16
February 2021 between, among others, the Company, BNP Paribas Fortis SA/NV as agent and the Lenders. 

  
 - 4 - 













 “2021 Amendment and Restatement Date” means the “2021 Effective
Date” as defined in the 2021 Amendment and Restatement Agreement. 
 “ABIFI” means Anheuser-Busch InBev Finance Inc.

 “Acceleration Event” means the Agent taking any of the actions set out in paragraphs (a) to (f) of Clause 32.14
(Acceleration). 
 “Acceptable Bank” means: 
  


	 	(a)	 a bank or financial institution which has a rating for its long-term unsecured and non-credit enhanced debt obligations of A or higher by S&P or Fitch Ratings Ltd or A2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency; or



  

	 	(b)	 any other bank or financial institution approved by the Agent. 



“Accession Letter” means a document substantially in the form set out in Schedule 4 (Form of Accession Letter). 

“Accounting Principles” means: 
  

	 	(a)	 in the case of the audited consolidated financial statements of the Group, IFRS; or 



 

	 	(b)	 in any other case, the generally accepted accounting principles in the jurisdiction of incorporation of the
relevant person, consistently applied. 


 “Additional Borrower” means Cobrew NV/SA and any other company
which becomes a Borrower in accordance with Clause 34 (Changes to the Obligors). 
 “Additional Business Day” means
any day specified as such in the applicable Compounded Rate Terms. 
 “Additional Guarantor” means Brandbrew, Cobrew NV/SA,
Brandbev and Anheuser-Busch InBev Finance Inc. and any other company which becomes a Guarantor in accordance with Clause 34 (Changes to the Obligors). 

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

“Affiliate” means: 
  

	 	(a)	 in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other
Subsidiary of that Holding Company. Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc, the term “Affiliate” shall not include the U.K. government or any member or instrumentality thereof, including Her
Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the U.K. government or any member or
instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings. 



  
 - 5 - 














	 	(b)	 Notwithstanding paragraph (a) above, in relation to any member of the NatWest Group, the term
“Affiliate” shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or
(ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of NatWest
Group plc and its subsidiaries or subsidiary undertakings. For the purposes of this definition, “NatWest Group” means NatWest Group plc and its subsidiaries and subsidiary undertakings. 



“AFM” means The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten). 

“Agent’s Spot Rate of Exchange” means: 
  

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



 

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


 for the purchase of the relevant currency with the Base Currency in
the London foreign exchange market at or about 11.00 a.m. on a particular day. 
 “Ambev” means Ambev S.A. (legal successor
of Companhia de Bebidas das Américas), a company incorporated under the laws of the Federative Republic of Brazil with registered address Rua Dr Renato Paes de Barros, 1017, 4° andar, CEP 04530-001
São Paulo, SP, Brazil, listed on the B3 – Brasil, Bolsa, Balcão (São Paulo Stock Exchange) and on the New York Stock Exchange. 

“Amended Termination Date” means the date falling 60 months after the 2021 Amendment and Restatement Date. 

“Amendment and Restatement Agreement” means the amendment and restatement agreement dated 28 August 2015 between, among
others, the Company and BNP Paribas Fortis SA/NV as agent. 
 “Amendment and Restatement Date” means the “Effective
Date” as defined in the Amendment and Restatement Agreement. 
 “Anheuser-Busch” means Anheuser-Busch Companies, LLC, a
company incorporated under the law of the State of Delaware, United States with registered address One Busch Place, St. Louis, Missouri 63118 with issuer number 035229. 

“Anheuser-Busch Group” means Anheuser-Busch and its Subsidiaries from time to time. 

  
 - 6 - 













 “Annual Report” means the audited consolidated financial statements of the
Group for each of its financial years, which shall set out the performance of the KPIs against the relevant levels for the Baseline Year. 

“Anti-Corruption Law” means the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 or other
similar legislation in other jurisdictions which is directly applicable to the relevant member of the Group. 

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or
registration. 
 “Availability Period” means the period from (and including) the date of this Agreement to and including the
date falling one Month prior to the Final Termination Date. 
 “Available Commitment” means, in relation to a Facility, a
Lender’s Commitment under that Facility minus: 
  

	 	(a)	 the Base Currency Amount of its participation in any outstanding Utilisations under that Facility; and



  

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


 other than, in
relation to any proposed Utilisation under the Revolving Facility only, that Lender’s participation in any Revolving Facility Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date. 

“Available Dollar Swingline Commitment” of a Dollar Swingline Lender means (but without limiting Clause 9.4
(Relationship with the Revolving Facility)) that Lender’s Dollar Swingline Commitment minus: 
  

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



  

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



For the purposes of calculating a Dollar Swingline Lender’s Available Dollar Swingline Commitment in relation to any proposed Utilisation
of the Dollar Swingline Facility, that Lender’s participation in any Dollar Swingline Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from a Dollar Swingline Lender’s Dollar
Swingline Commitment. 
 “Available Dollar Swingline Facility” means the aggregate for the time being of each Dollar
Swingline Lender’s Available Dollar Swingline Commitment. 

  
 - 7 - 













 “Available Euro Swingline Commitment” of a Euro Swingline Lender means (but
without limiting Clause 12.4 (Relationship with the Revolving Facility)) that Lender’s Euro Swingline Commitment minus: 
  

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



  

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



For the purposes of calculating a Euro Swingline Lender’s Available Euro Swingline Commitment in relation to any proposed Utilisation of
the Euro Swingline Facility, that Lender’s participation in any Euro Swingline Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from a Euro Swingline Lender’s Euro Swingline
Commitment. 
 “Available Euro Swingline Facility” means the aggregate for the time being of each Euro Swingline
Lender’s Available Euro Swingline Commitment. 
 “Available Facility” means, in relation to a Facility, the aggregate
for the time being of each Lender’s Available Commitment in respect of that Facility. 
 “Backstop Rate Switch Date”
means: 
  

	 	(a)	 in relation to a Rate Switch Currency for which the Term Reference Rate for Revolving Facility Loans is LIBOR,
30 November 2021; and 


  

	 	(b)	 in relation to any other Rate Switch Currency, the date (if any) specified as such in the applicable Compounded
Rate Terms, 


 or such earlier date as the Company may notify the Agent by at least five Business Days’ written
notice, provided that such earlier date may not be earlier than 1 June 2021. 
 “Base Currency” means US
Dollars. 
 “Base Currency Amount” means, in relation to a Utilisation, the amount specified in the Utilisation Request
delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before
the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement) and, in the case of a Letter of Credit, as adjusted under Clause 6.8 (Revaluation of Letters of
Credit) at six-monthly intervals, as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation. 

“Baseline Year” means the Company’s financial year that ended on 31 December 2020. 

“Belgian Companies and Associations Code” means the Belgian Company and Associations Code (Code des sociétés
et des associations/Wetboek van vennootschappen en verenigingen) dated 23 March 2019, as amended from time to time. 

  
 - 8 - 













 “Belgian Obligor” means, for the purposes of Clause 23 (Tax-Gross-up and Indemnities), an Obligor that is resident in Belgium for Belgian tax purposes or that has a permanent establishment in Belgium to which the advances under
the Finance Documents are effectively connected and, for any other purpose in connection with the Finance Documents, an Obligor that has its statutory seat in Belgium. 

“Blocking Regulation” means the UK Blocking Regulation and/or the EU Blocking Regulation. 

“Block Rounding Period” has the meaning given to that term in Clause 41.3 (Day count convention and interest
calculation). 
 “Borrower” means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower
in accordance with Clause 34 (Changes to the Obligors). 
 “Brandbev” means Brandbev S.à r.l, a private
limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, with its registered office at 15 Breedewues, L-1259 Senningerberg,
Luxembourg and registered with the Luxembourg register of commerce and companies under number B 80.984. 
 “Brandbrew” means
Brandbrew S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with its registered office at 15 Breedewues, L-1259 Senningerberg, Luxembourg
and registered with the Luxembourg register of commerce and companies under number B75.696. 
 “Break Costs” means in
respect of any Term Rate Loan, the amount (if any) by which: 
  

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


 exceeds: 
  

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



“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Brussels
and New York and: 
  

	 	(a)	 (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre
of the country of that currency; 


  

	 	(b)	 (in relation to any date for payment or purchase of euro) any TARGET Day; and 



  
 - 9 - 














	 	(c)	 (in relation to: 


  

	 	(i)	 any date for payment or purchase of a Compounded Rate Loan; 



 

	 	(ii)	 the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or
otherwise in relation to the determination of the length of such an Interest Period; or 


  

	 	(iii)	 the Lookback Period for a Compounded Rate Loan), 



an Additional Business Day relating to that Loan or Unpaid Sum. 

“Central Bank Rate” has the meaning given to that term in the applicable Compounded Rate Terms. 

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Compounded Rate Terms. 

“Change of Control” means any person or group of persons acting in concert (in each case other than Stichting InBev or any
existing direct or indirect certificate holder or certificate holders of Stichting InBev or any person or group of persons acting in concert with any such persons) gaining Control of the Company. 

For the purposes of this definition: 
  

	 	(a)	 acting in concert means, a group of persons who, pursuant to an agreement or understanding (whether formal or
informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain Control of the Company; and



  

	 	(b)	 Stichting InBev means a company incorporated under the laws of The Netherlands under registered number 34144185
with registered address at Hofplein 20, 3032AC, Rotterdam, The Netherlands. 


 “Code” means, at any date,
the U.S. Internal Revenue Code of 1986 and the regulations promulgated and the judicial and administrative decisions rendered under it, all as the same may be in effect at such date. 

“Commitment” means a Revolving Facility Commitment, a Dollar Swingline Commitment or a Euro Swingline Commitment. 

“Compounded Rate Currency” means any Rate Switch Currency in respect of which the Rate Switch Date has occurred. 

“Compounded Rate Interest Payment” means the aggregate amount of interest that: 

 

	 	(a)	 is, or is scheduled to become, payable under any Finance Document; and 



 

	 	(b)	 relates to a Compounded Rate Loan. 



“Compounded Rate Loan” means any Revolving Facility Loan or, if applicable, Unpaid Sum in a Compounded Rate Currency which
relates to the Revolving Facility which is, or becomes, a “Compounded Rate Loan” pursuant to Clause 19A (Rate Switch). 

  
 - 10 - 













 “Compounded Rate Supplement” means, in relation to any currency, a document
which: 
  

	 	(a)	 is agreed in writing by the Company and the Agent (acting on the instructions of the Majority Lenders);



  

	 	(b)	 specifies for that currency the relevant terms which are expressed in this Agreement to be determined by
reference to Compounded Rate Terms; and 


  

	 	(c)	 has been made available to the Company and each Finance Party. 



“Compounded Rate Terms” means in relation to: 
  

	 	(a)	 a currency; 


  

	 	(b)	 a Revolving Facility Loan or an Unpaid Sum in that currency; 



 

	 	(c)	 an Interest Period for such a Revolving Facility Loan or Unpaid Sum (or other period for the accrual of
commission or fees in respect of that currency); or 


  

	 	(d)	 any term of this Agreement relating to the determination of a rate of interest in relation to such a Revolving
Facility Loan or Unpaid Sum, 


 the terms set out for that currency in Schedule 13 (Compounded Rate Terms) or in any
Compounded Rate Supplement. 
 “Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest
Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of: 
  

	 	(a)	 the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day;
and 


  

	 	(b)	 the applicable Credit Adjustment Spread. 



“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative
Compounded RFR Rate, a document which: 
  

	 	(a)	 is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions
of the Majority Lenders); 


  

	 	(b)	 specifies a calculation methodology for that rate; and 



 

	 	(c)	 has been made available to the Company and each Finance Party. 



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

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



 

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


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

	 	(i)	 information that: 


  

	 	(A)	 is or becomes public information other than as a direct or indirect result of any breach by that Finance Party
of Clause 45 (Confidential Information); or 


  

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


  

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


  

	 	(ii)	 any Funding Rate or Reference Bank Quotations. 



“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any
other form agreed between the Company and the Agent and in each case capable of being relied upon by the Company. 

“Control” in relation to any entity means: 
  

	 	(a)	 the direct or indirect ownership of more than 50 per cent. of the share capital or similar rights of
ownership of the entity; or 


  

	 	(b)	 the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:



  

	 	(i)	 cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast
at a general meeting; or 


  

	 	(ii)	 appoint or remove all, or the majority, of the directors or other equivalent officers; or




  
 - 12 - 














	 	(iii)	 give directions to management with respect to the operating and financial policies of the entity with which the
directors or other equivalent officers of the Parent are obliged to comply. 


 “Core Business” means the
business of beer brewing and soft drink manufacturing, drink bottling, trading and/or performing services and/or carrying out functions (including, without limitation, research and development, marketing, distribution and retail sales) in connection
with the beer brewing and soft drink manufacturing businesses. 
 “Credit Adjustment Spread” means, in respect of any
Compounded Rate Loan, any rate which is either: 
  

	 	(a)	 specified as such in the applicable Compounded Rate Terms; or 



 

	 	(b)	 determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the
Agent) in accordance with the methodology specified in the applicable Compounded Rate Terms. 


 “Credit
Rating” means the corporate long-term credit issue rating of the present and future senior, unsecured and unsubordinated debt obligations of the Company. 

“Credit Rating Period” means a period commencing on the date of a completion of an acquisition by the Company referred to in
Clause 31.6 (Acquisitions) or, if earlier, the date of any announcement of such acquisition and ending sixty (60) days after the completion of such acquisition (which period shall be extended following consummation of an acquisition for
so long as S&P or Moody’s has publicly announced within the period ending sixty (60) days after such acquisition that it is considering a possible negative change to the Credit Rating, provided that such Credit Rating Period
shall not extend more than one hundred and twenty (120) days after the public announcement of such consideration. 
 “Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other
Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 14 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant
Compounding Methodology Supplement. 
 “Daily Rate” means the rate specified as such in the applicable Compounded Rate
Terms. 
 “DCB” means The Dutch Central Bank (De Nederlandsche Bank N.V.). 

“Default” means an Event of Default or any event or circumstance specified in Clause 32 (Events of Default) which
would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default. 

  
 - 13 - 













 “Defaulting Lender” means any Lender: 

 

	 	(a)	 which has failed to make its participation in a Loan available or has notified the Agent that it will not make
its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation) or has failed (or its Affiliate has failed) to provide cash collateral (or has notified the Issuing Bank
that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender); 



 

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



 

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



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

	 	(i)	 its failure to pay is caused by: 



 

	 	(A)	 administrative or technical error; or 



 

	 	(B)	 a Disruption Event; and 



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

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



 “Derivative Contract” means 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 shall be taken into account). 

“DFSA” means The Dutch Financial Supervision Act (Wet op het financieel toezicht, “Wft”) and all rules
promulgated thereunder and pursuant thereto as well as communications and published guidelines of the DCB and the AFM. 
 “Disruption
Event” means either or both of: 
  

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


  

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


  

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



 

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




  
 - 14 - 













 and which (in either such case) is not caused by, and is beyond the control of, the Party
whose operations are disrupted. 
 “Dollar Swingline Commitment” means: 

 

	 	(a)	 in relation to a Dollar Swingline Lender on the 2021 Amendment and Restatement Date, the amount in dollars set
opposite its name under the heading “Dollar Swingline Commitment” in Part 3B of Schedule 1 (The 2021 Amendment and Restatement Date Parties) and the amount of any other Dollar Swingline Commitment transferred to it under this
Agreement or assumed by it in accordance with Clause 2.2 (Increase); and 


  

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


 to the extent not cancelled,
reduced or transferred by it under this Agreement. 
 “Dollar Swingline Facility” means the dollar swingline loan facility
made available under this Agreement as described in Clause 10 (Dollar Swingline Loans). 
 “Dollar Swingline
Lender” means: 
  

	 	(a)	 a Lender listed in Part 3B of Schedule 1 (The 2021 Amendment and Restatement Date Parties) as a dollar
swingline lender; or 


  

	 	(b)	 any other person which has become, after the 2021 Amendment and Restatement Date, a Party as a
“Lender” in respect of a Dollar Swingline Commitment or a participation in a Dollar Swingline Loan in accordance with Clause 2.2 (Increase) or Clause 33 (Changes to the Lenders) 



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

“Dollar Swingline Loan” means a loan made or to be made under the Dollar Swingline Facility or the principal amount
outstanding for the time being of that loan. 
 “Dutch Obligor” means an Obligor incorporated in the Netherlands. 

“EBIT” means in respect of the Group on a consolidated basis and in relation to any period, profit from operations as reported
for that period, measured by reference to the consolidated financial statements delivered by the Company pursuant to Clause 29.10 (Financial statements) in respect of such period or prior to the date on which any such financial
statements are delivered to the Agent, the Original Financial Statements of the Company: 
  

	 	(a)	 plus (without double counting) dividends or other profit distributions (net of withholding tax) received in
cash by any member of the Group during such period from any person in respect of which a member of the Group is a shareholder (or has an ownership interest) but which is not consolidated within the financial statements of the Group;




  
 - 15 - 














	 	(b)	 minus extraordinary or non-recurring items and/or non-operational income and gains; and 


  

	 	(c)	 plus extraordinary or non-recurring items and/or non-operational expenses and losses. 


 “EBITDA” means in respect of the
Group on a consolidated basis and in relation to any period, EBIT for that period: 
  

	 	(a)	 plus depreciation and impairment of tangible assets; 



 

	 	(b)	 plus amortisation and impairment of intangible assets; 



 

	 	(c)	 plus impairment of goodwill; 



 

	 	(d)	 minus (to the extent otherwise included) any gain over book value arising in favour of a member of the Group on
the disposal of any non-financial asset (other than any disposal made in the ordinary course of business) during that period and any gain arising on any revaluation of any
non-financial asset during that period; and 


  

	 	(e)	 plus (to the extent otherwise deducted) any loss against book value incurred by a member of the Group on the
disposal of any non-financial asset (other than any disposal made in the ordinary course of business) during that period and any loss arising on any revaluation of any
non-financial asset during that period. 


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

“Employee Plan” means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV
of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a U.S. Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA. 
 “Enhanced €STR” means, in relation to
any day, the percentage rate per annum which is the aggregate of the applicable: 
  

	 	(a)	 €STR; and 


  

	 	(b)	 the €STR Spread, 



and if that rate is less than zero, Enhanced €STR shall be deemed to be zero. 

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

 

	 	(a)	 the pollution or protection of the environment; 



 

	 	(b)	 harm to or the protection of human health; 



 

	 	(c)	 the physical conditions of the workplace; or 



  
 - 16 - 














	 	(d)	 any emission or substance capable of causing harm to any living organism or the environment.



 “Environmental Permit” means any permit, other Authorisation or filing of any notification, report or
assessment required under any Environmental Law for the operation of the business of any member of the Group. 
 “ERISA”
means, at any date, the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date. 

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

 

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



 

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



  

	 	(c)	 the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to
Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); 


  

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


  

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


  

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



 

	 	(g)	 the failure to make by its due date a required contribution with respect to any Plan or the failure to make any
required contribution to a Multiemployer Plan; 


  

	 	(h)	 the incurrence or expected incurrence by any Obligor or ERISA Affiliate of any liability under Title IV of
ERISA with respect to any Plan or Multiemployer Plan; 



  
 - 17 - 














	 	(i)	 an action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or threatened; 


  

	 	(j)	 the incurrence of an Insufficiency by or with respect to any Plan. 



“EU Blocking Regulation” means Regulation (EU) No 2271/96 of the European Parliament and of the Council of 22 November
1996 protecting against the effects of the extraterritorial application of legislation adopted by a third country, and actions based on or resulting therefrom. 

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

 

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


  

	 	(b)	 as otherwise determined pursuant to Clause 21.1 (Unavailability of Screen Rate), 



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

“euro” and “€” means the single currency of the Participating Member States. 

“Euro Swingline Business Day” means any day (other than a Saturday or Sunday) on which banks are open for general business in
London, Brussels and Luxembourg and which is a TARGET Day. 
 “Euro Swingline Commitment” means: 

 

	 	(a)	 in relation to a Euro Swingline Lender on the 2021 Amendment and Restatement Date, the amount in euro set
opposite its name under the heading “Euro Swingline Commitment” in Part 3C of Schedule 1 (The 2021 Amendment and Restatement Date Parties) and the amount of any other Euro Swingline Commitment transferred to it under this Agreement
or assumed by it in accordance with Clause 2.2 (Increase); and 


  

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


 to the extent not cancelled,
reduced or transferred by it under this Agreement. 
 “Euro Swingline Facility” means the euro swingline loan facility made
available under this Agreement as described in Clause 13 (Euro Swingline Loans). 
 “Euro Swingline Lender”
means: 
  

	 	(a)	 a Lender listed in Part 3C of Schedule 1 (The 2021 Amendment and Restatement Date Parties) as a euro
swingline lender; or 


  

	 	(b)	 any other person which has become, after the 2021 Amendment and Restatement Date, a Party as a
“Lender” in respect of a Euro Swingline Commitment or a participation in a Euro Swingline Loan in accordance with Clause 2.2 (Increase) or Clause 33 (Changes to the Lenders), 



  
 - 18 - 













 which in each case has not ceased to be a Party as such in accordance with the terms of this
Agreement. 
 “Euro Swingline Loan” means a loan made or to be made under the Euro Swingline Facility or the principal
amount outstanding for the time being of that loan. 
 “Event of Default” means any event or circumstance specified as such
in Clause 32 (Events of Default). 
 “Excluded Subsidiary” means Ambev and each of its Subsidiaries from time to
time provided that if Ambev becomes a wholly owned Subsidiary of the Company, it and its Subsidiaries shall cease to be Excluded Subsidiaries. 

“Existing Credit Facilities” means the US$45,000,000,000 loan facilities made available to the Company and other members of
the Group pursuant to a senior facilities agreement dated 12 July 2008. 
 “Expiry Date” means, for a Letter of Credit,
the last day of its Term. 
 “Extension Request” means a notice substantially in the relevant form set out in Schedule 11
(Form of Extension Request). 
 “Facility” means the Revolving Facility, the Dollar Swingline Facility or the Euro
Swingline Facility. 
 “Facility Office” means in respect of a Lender or the Issuing Bank, the office or offices notified by
that Lender or Issuing Bank to the Agent in writing on or before the date it becomes a Lender or Issuing Bank (or, following that date, by not less than five Business Days written notice) as the office or offices through which it will perform its
obligations under this Agreement. 
 “Fallback Interest Period” means 5 Business Days. 

“FATCA” means: 
  

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



 

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


  


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



  
 - 19 - 













 “FATCA Application Date” means: 

 

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


  

	 	(b)	 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. 



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

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

“Federal Funds Rate” means, in relation to any day, the rate per annum equal to: 

 

	 	(a)	 the rate on overnight federal funds transactions calculated by the Federal Reserve Bank of New York as the
federal funds effective rate as published for that day (or, if that day is not a New York Business Day, for the immediately preceding New York Business Day) by the Federal Reserve Bank of New York; or 



 

	 	(b)	 if a rate is not so published for any day which is a New York Business Day, the average of the quotations for
that day on overnight federal funds transactions received by the Agent from three depository institutions of recognised standing selected by the Agent, 



and if, in either case, that rate is less than zero, the Federal Funds Rate shall be deemed to be zero 

“Fee Letter” means any letters between the Arrangers and the Company or the Agent and the Company setting out any of the fees
referred to in Clause 2.2 (Increase) and Clause 22 (Fees). 
 “Final Termination Date” means: 

 

	 	(a)	 


  

	 	(i)	 the Amended Termination Date; 



 

	 	(ii)	 if any Lender has agreed to the exercise of an Extension Option exercised before the second anniversary of the
2021 Amendment and Restatement Date, the First Extended Final Termination Date; or 


  

	 	(iii)	 if any Lender has agreed to the exercise of an Extension Option exercised on or after the second anniversary of
the 2021 Amendment and Restatement Date, either the First Extended Final Termination Date or the Second Extended Final Termination Date as specified in the relevant Extension Request; and 



  
 - 20 - 














	 	(b)	 where that term is used in respect of a Lender: 



 

	 	(i)	 the Amended Termination Date; 



 

	 	(ii)	 if that Lender has agreed to the exercise of an Extension Option exercised before the second anniversary of the
2021 Amendment and Restatement Date only, the First Extended Final Termination Date; 


  

	 	(iii)	 if that Lender has agreed to both the first and the second exercise of the Extension Option, the Second
Extended Final Termination Date; or 


  

	 	(iv)	 if that Lender has agreed only to the second exercise of the Extension Option, either the First Extended Final
Termination Date or the Second Extended Final Termination Date as notified by the Lender to the Agent in accordance with paragraph (f) of Clause 5.6 (Extension Option). 



“Finance Document” means this Agreement, any Accession Letter, any Fee Letter, any Resignation Letter, any Utilisation
Request, the Amendment and Restatement Agreement, the 2021 Amendment and Restatement Agreement, any Compounded Rate Supplement, any Compounding Methodology Supplement and any other document designated as a Finance Document by the Agent and the
Company. 
 “Finance Party” means the Agent, the Arrangers, a Lender or the Issuing Bank. 

“Financial Indebtedness” means any indebtedness for or in respect of: 

 

	 	(a)	 moneys borrowed; 


  

	 	(b)	 any amount raised by acceptance under any acceptance credit facility; 



 

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


  

	 	(d)	 any amount raised pursuant to any issue of shares which are expressed to be redeemable on or prior to the Final
Termination Date; 


  

	 	(e)	 the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with
the Accounting Principles, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with the Accounting Principles in force prior to 1 January 2019, have been
treated as an operating lease); 


  

	 	(f)	 the amount of any liability in respect of any advance or deferred purchase agreement if one of the primary
reasons for entering into such agreement is to raise finance; 


  

	 	(g)	 receivables sold or discounted (other than on a non–recourse basis); 



 

	 	(h)	 any agreement or option to re–acquire an asset if one of the primary reasons for entering into such
agreement or option is to raise finance; 



  
 - 21 - 














	 	(i)	 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, and accounted for as, a borrowing; 


  

	 	(j)	 (without double counting) any counter-indemnity obligation in respect of any guarantee, indemnity, standby or
documentary letter of credit or other similar instrument issued by a bank or financial institution (on behalf of any Obligor or Material Subsidiary), in each case for any of the items referred to in paragraphs (a) to (i) above; and



  

	 	(k)	 (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the
items referred to in paragraphs (a) to (j) above, 


 and not including any Financial Indebtedness owed by one member
of the Group to another member of the Group. 
 “First Extended Final Termination Date” has the meaning given to such term
in Clause 5.6 (Extension Option). 
 “Funding Date” means the date of the first Utilisation under the Facilities (or
any of them). 
 “Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of
Clause 21.4 (Cost of funds) or paragraph (a)(ii) of Clause 13.6 (Cost of funds – Euro Swingline Facility). 
 “GHG
Emissions” means the total Scope 1 and 2 greenhouse gas emissions (as defined by the Greenhouse Gas Protocol) per hectolitre of production at the Group’s beverage facilities (excluding Vertical Operations) as determined on the basis of
the methodology used for the determination of the relevant metric in the Initial Sustainability KPI Report. 
 “GHG Emissions
Target” means, in respect of any financial year of the Company commencing with the financial year ending on 31 December 2021, the target GHG Emissions, as set out in the following table: 

 

					
	 Financial year
	  	Target (Kg CO2 e/hl)	 
	 Financial year ending on 31 December 2021
	  	 	6.63	 
	 Financial year ending on 31 December 2022
	  	 	6.53	 
	 Financial year ending on 31 December 2023
	  	 	6.43	 
	 Financial year ending on 31 December 2024
	  	 	6.33	 
	 Financial year ending on 31 December 2025
	  	 	6.24	 
	 Financial year ending on 31 December 2026
	  	 	6.14	 
	 Financial year ending on 31 December 2027
	  	 	6.05	 


  
 - 22 - 













 “Greenhouse Gas Protocol” means the international Greenhouse Gas Protocol
(http://www.ghgprotocol.org/) as at the 2021 Amendment and Restatement Date (as applied by the Company in its financial reporting for each financial year in line with industry standards and applicable internal policies). 

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

“Guarantee Principles” means the principles set out in Schedule 8 (Guarantee Principles). 

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with
Clause 34 (Changes to the Obligors). 
 “Historic Screen Rate” means, in relation to any Term Rate Loan, the
most recent applicable Screen Rate for the currency of that Term Rate Loan and for a period equal in length to the Interest Period of that Term Rate Loan and which is as of a day which is no more than 5 Business Days before the Quotation Day. 

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

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to
the relevant financial statements. 
 “Impaired Agent” means the Agent at any time when: 

 

	 	(a)	 it has failed to make (or has notified a Party it will not make) a payment required to be made by it under the
Finance Documents by the due date for payment; 


  

	 	(b)	 (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of
“Defaulting Lender”; 


  

	 	(c)	 an Insolvency Event has occurred and is continuing with respect to the Agent; 



 

	 	(d)	 the Agent otherwise rescinds or repudiates a Finance Document; or 



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

	 	(i)	 its failure to pay is caused by: 



 

	 	(A)	 administrative or technical error; or 



 

	 	(B)	 a Disruption Event; and 



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

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



 “Increase Confirmation” means a confirmation substantially in the form set out in Schedule 10 (Form
of Increase Confirmation). 
 “Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).


  
 - 23 - 













 “Initial Sustainability KPI Report” means the sustainability report
contained in the Annual Report in respect of the financial year of the Company ending on 31 December 2020 with a statement of limited assurance in connection with each KPI from the Sustainability Report Assurer. 

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

 

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



 

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


  

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



  

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


  

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



 

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


  

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


  

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


  

	 	(g)	 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, all other than by way of an Undisclosed Administration; 


  

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



  
 - 24 - 














	 	(i)	 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) above; or 


  

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


 “Insufficiency” means, with respect to any Plan, the amount, determined on a plan
termination basis, if any, of its unfunded benefit liabilities, as defined in, and in accordance with actuarial assumptions set forth in, Section 4001(a)(18) of ERISA (excluding any accrued but unpaid contributions). 

“Intellectual Property” means: 
  

	 	(a)	 any patents, trademarks, service marks, designs, business names, copyrights, design rights, moral rights,
inventions, domain names, trade names, confidential information, knowhow and other intellectual property rights and interests, whether registered or unregistered, and any goodwill therein; and 



 

	 	(b)	 the benefit of all applications and rights to use such assets of each member of the Group.



 “Interest Period” means, in relation to a Loan, each period determined in accordance with
Clause 20 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 19.9 (Default interest). 

“Interpolated Historic Screen Rate” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal
places as the two relevant Screen Rates) which results from interpolating on a linear basis between: 
  

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


  

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


 each for the currency of that Loan and each of which is as of a day
which is no more than 5 Business Days before the Quotation Day. 
 “Interpolated Screen Rate” means, in relation to any Term
Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between: 
  

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


  

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


 each as of the Specified Time for the currency of that Term Rate Loan. 

  
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 “IRS” means the United States Internal Revenue Service or any successor
thereto. 
 “Issuing Bank” means each Lender identified above as an issuing bank and any other Lender which has notified the
Agent that it has agreed to the Company’s request to be an Issuing Bank pursuant to the terms of this Agreement (and if more than one Lender has so agreed, such Lenders shall be referred to, whether acting individually or together, as the
Issuing Bank) provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the Issuing Bank shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit. 

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint
venture or partnership or any other entity. 
 “Judicial Deposit” means any cash deposit made in connection with any
judicial or administrative proceeding against a member of the Group. 
 “KPIs” means each of: 

 

	 	(a)	 Total Water Use (expressed in hl/hl); 



 

	 	(b)	 Recycled Content (expressed as a percentage); 



 

	 	(c)	 Renewable Electricity (expressed as a percentage); and 



 

	 	(d)	 GHG Emissions (expressed in Kg CO2 e/hl). 



“L/C Proportion” means in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage)
borne by that Lender’s relevant Available Commitment under the Revolving Facility to the Available Facility under the Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer
under this Agreement to or by that Lender. 
 “Legal Opinion” means any legal opinion delivered to the Agent under
Clause 4.1 (Initial conditions precedent) or Clause 34 (Changes to the Obligors). 
 “Legal
Reservations” means: 
  

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



 

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


  

	 	(c)	 the principle that additional interest imposed pursuant to any relevant agreement may be held to be
unenforceable on the grounds that it is a penalty and thus void; 



  
 - 26 - 














	 	(d)	 the principle that an English court may not give effect to an indemnity for legal costs incurred by an
unsuccessful litigant; 


  

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



 

	 	(f)	 any other general principles which are set out as qualifications or reservations (however described) as to
matters of law in any Legal Opinion. 


 “Lender” means: 

 

	 	(a)	 any Lender listed in Part 3A of Schedule 1 (The 2021 Amendment and Restatement Date Parties); and



  

	 	(b)	 any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender”
in accordance with Clause 2.2 (Increase) or Clause 33 (Changes to the Lenders), 


 which in each case
has not ceased to be a Party as such in accordance with the terms of this Agreement. 
 “Letter of Credit” means: 

 

	 	(a)	 a letter of credit, substantially in the form set out in Schedule 7 (Form of Letter of Credit) or in any
other form requested by the Company and agreed by the Issuing Bank; or 


  

	 	(b)	 any guarantee, indemnity or other instrument in a form requested by a Borrower (or the Company on its behalf)
and agreed by the Issuing Bank and the Agent. 


 “LIBOR” means, in relation to any Term Rate Loan: 

 

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


  

	 	(b)	 as otherwise determined pursuant to Clause 21.1 (Unavailability of Screen Rate), 



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

“LMA” means the Loan Market Association. 

“Loan” means a Revolving Facility Loan, a Dollar Swingline Loan or a Euro Swingline Loan. 

“Lookback Period” means the number of days specified as such in the applicable Compounded Rate Terms. 

“Luxembourg” means the Grand Duchy of Luxembourg. 

“Luxembourg Commercial Code” means the Code de Commerce of Luxembourg. 

“Luxembourg Guarantor” means a Guarantor incorporated in Luxembourg. 

  
 - 27 - 













 “Luxembourg Obligor” means an Obligor incorporated in Luxembourg. 

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

“Margin” means the percentage rate per cent. per annum determined in accordance with Clauses 19.3 (Margin) and 19.4
(Calculation of Margin – Sustainability Discount and Sustainability Premium). 
 “Material Adverse
Effect” means any event or condition that (individually or in aggregate) has a material adverse effect on: 
  

	 	(a)	 the ability of the Obligors (taken as a whole) to perform any of their payment obligations under the Finance
Documents; or 


  

	 	(b)	 the business, assets, financial condition or operations of the Group taken as a whole. 



“Material Subsidiary” means, at any time, any member of the Group other than Sun-InBev
OJSC (company number 1045003951156) which: 
  

	 	(a)	 has earnings before interest, tax, depreciation and amortisation calculated on an unconsolidated basis in the
same manner as EBITDA representing ten per cent. or more of the consolidated EBITDA of the Group; or 


  

	 	(b)	 is the owner of the registered trademark of a brand listed in Schedule 9 (Material Brands).



 Compliance with the condition set out in paragraph (a) above shall be determined by reference to the latest
financial statements of that Subsidiary (audited, if available) and the latest audited consolidated financial statements of the Group. 

“Modelo” means Cervecería Modelo de México, S. de R.L. de C.V., a company incorporated under the laws of Mexico
with registered address Cerrada de Palomas 22, piso 5, colonia Reforma Social, 11650, Ciudad de Mexico, Mexico. 
 “Month”
means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: 
  

	 	(a)	 other than where paragraph (b) below applies: 



 

	 	(i)	 (subject to paragraph (iii) 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; 



 

	 	(ii)	 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 



  
 - 28 - 














	 	(iii)	 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; and 


  

	 	(b)	 in relation to an Interest Period for any Loan (or any other period for the accrual of commission or fees) in a
Compounded Rate Currency for which there are rules specified as “Business Day Conventions” in respect of that currency in the applicable Compounded Rate Terms, those rules shall apply. 



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

“Moody’s” means Moody’s Investor Services, Inc., or any successor thereto. 

“Multiemployer Plan” means a multiemployer plan, as defined in Section (3)(37) of ERISA, subject to Title IV of ERISA,
contributed to for any employees of a U.S. Obligor or any ERISA Affiliate. 
 “Multiple Employer Plan” means a single
employer plan, as defined in Section 4001(a)(15) of ERISA, subject to Title IV of ERISA, that (a) is maintained for employees of any Obligor or any ERISA Affiliate and at least one person other than the Obligors and the ERISA Affiliates or
(b) was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. 

“New York Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in New
York. 
 “Newco Merger” means the Belgian law reverse merger of the Company into a company incorporated in Belgium as a
naamloze vennootschap/société anonyme in connection with the (indirect) acquisition by the Company of SABMiller plc. 

“Non-Acceptable L/C Lender” means a Lender under the Revolving Facility which: 

 

	 	(a)	 has a rating for its long-term unsecured and non credit enhanced debt obligations below A- by S&P or Fitch Ratings Ltd or below A3 by Moody’s or a comparable rating from an internationally recognised credit rating agency (other than (i) a Lender as at the 2021 Amendment and Restatement
Date (provided that such Lender’s rating for its long-term unsecured and non credit enhanced debt obligations at the relevant time is not lower than it was at the 2021 Amendment and Restatement Date) or (ii) a Lender which each Issuing
Bank has agreed is acceptable to it notwithstanding that fact); or 


  

	 	(b)	 is a Defaulting Lender; or 



 

	 	(c)	 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 35.11 (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 (i)-(ii) of the definition of Defaulting Lender. 



  
 - 29 - 













 “Non-Cooperative Jurisdiction”
means a tax haven country, a low-tax jurisdiction or a non-cooperative jurisdiction within the meaning of article 307, §1/2 of the Belgian Income Tax Code 1992 or
any successor provision. 
 “Non-Material Obligor” means an Obligor which is not a
Material Subsidiary and is not a Borrower. 
 “Non-Obligor” means a member of the
Group which is not an Obligor. 
 “Obligor” means a Borrower or a Guarantor. 

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents
pursuant to Clause 2.4 (Obligors’ Agent). 
 “Optional Currency” means a currency (other than the Base
Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies). 

“Original Borrower” means the Company and ABIWW. 

“Original Financial Statements” means the Company’s consolidated audited financial statements for its financial year
ended 31 December 2009. 
 “Original Obligor” means an Original Borrower or an Original Guarantor. 

“Other Guaranteed Facilities” means: 
  

	 	(a)	 any debt securities issued by Anheuser-Busch under any of the following indentures: 



 

	 	(i)	 the Indenture, dated 1 August 1995 among Anheuser-Busch (formerly known as Anheuser-Busch Companies, Inc.)
and The Bank of New York Mellon Trust Company, N.A., (as successor to Chemical Bank) as trustee; 


  

	 	(ii)	 the Indenture, dated 1 July 2001 among Anheuser-Busch (formerly known as Anheuser-Busch Companies, Inc.)
and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee; and 


  

	 	(iii)	 the Indenture, dated 1 October 2007 among Anheuser-Busch (formerly known as Anheuser-Busch Companies,
Inc.) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee; 


  

	 	(b)	 any debt securities issued or guaranteed by Brandbrew or Brandbev under the €40,000,000,000 (originally
€15,000,000,000) Euro Medium Term Note Programme originally entered into on 16 January 2009; 


  

	 	(c)	 any debt securities guaranteed by Brandbrew or Brandbev under the A$3,000,000,000 Medium Term Note Program
issued by Anheuser-Busch InBev Worldwide Inc. originally entered into on 14 November 2016, as the same may be amended from time to time; 



  
 - 30 - 














	 	(d)	 any debt securities guaranteed by Brandbrew or Brandbev under the Indenture dated 12 January 2009, among
ABIWW, the Company, the subsidiary guarantors listed therein and the Bank of New York Mellon, New York Branch as trustee; 


  

	 	(e)	 any bonds guaranteed by Brandbrew or Brandbev under the Indenture, dated 16 October 2009 among ABIWW, the
Company, the subsidiary guarantors named therein and the Bank of New York Mellon Trust Company, N.A., as trustee; 


  

	 	(f)	 any debt securities guaranteed by Brandbrew or Brandbev under the U.S. commercial paper programme of short-term
notes due up to maximum of 364 days from the date of issue issued by ABIWW pursuant to dealer agreements, an issuing and paying agency agreement, the master note, guarantees and private placement memoranda, each dated on or around 6 June 2011
and, as applicable, amended and restated on or around 20 August 2014 and further amended and restated on or around November 18, 2019; 


  

	 	(g)	 any debt securities guaranteed by Brandbev or Brandbrew under the Indenture among ABIFI, the Issuer, Brandbev,
Brandbrew, the other subsidiary guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. as trustee entered into on 17 January 2013; 



 

	 	(h)	 any debt securities guaranteed by Brandbev or Brandbrew under the Indenture among ABIFI, the Issuer, Brandbev,
Brandbrew, the other subsidiary guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. as trustee entered into on 25 January 2016; 



 

	 	(i)	 any debt securities guaranteed by Brandbrew or Brandbev under an Indenture, dated 16 December 2016 among
ABIWW, the Issuer, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee; 


  

	 	(j)	 any debt securities guaranteed by Brandbev or Brandbrew under the Indenture among ABIFI, the Issuer, Brandbev,
Brandbrew, the other subsidiary guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. as trustee entered into on 15 May 2017; 


  

	 	(k)	 any bonds guaranteed by Brandbev and Brandbrew under the Indenture, dated 4 April 2018 among ABIWW and The
Bank of New York Mellon Trust Company, N.A., as trustee; 


  

	 	(l)	 any bonds guaranteed by Brandbev and Brandbrew under the Indenture, dated 13 November 2018 among
Anheuser-Busch and ABIWW and The Bank of New York Mellon Trust Company, N.A., as trustee; and 


  

	 	(m)	 any refinancing (in whole or part) of any of the above items or this Agreement for the same or a lower amount.




  
 - 31 - 













 “Overall Commitment” of a Lender means: 

 

	 	(a)	 its Revolving Facility Commitment; or 



 

	 	(b)	 in the case of a Dollar Swingline Lender or a Euro Swingline Lender that does not have a Revolving Facility
Commitment, the Revolving Facility Commitment of a Lender that is an Affiliate of that Dollar Swingline Lender or Euro Swingline Lender. 



“Parent Contribution Agreement” means the parent contribution agreement to be entered into between the Company and ABIWW, in
the agreed form or in form and substance equivalent in all material respects to the parent contribution agreement entered into in relation to the Existing Credit Facilities. 

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “Party” means a party to this
Agreement. 
 “PBGC” means the U.S. Pension Benefit Guaranty Corporation, or any entity succeeding to all or any of its
functions under ERISA. 
 “Permitted Reorganisation” has the meaning given to that term in Clause 31.4 (Merger). 

“Permitted Security” means: 
  

	 	(a)	 the Security listed in the document referred to in paragraph 14 of Schedule 2 (Conditions Precedent to the
2021 Effective Date) to the 2021 Amendment and Restatement Agreement except to the extent the principal amount secured by that Security exceeds the amount stated in that document; 



 

	 	(b)	 any Security entered into pursuant to any Finance Document; 



 

	 	(c)	 any lien arising by operation of law and in the ordinary course of business; 



 

	 	(d)	 any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:



  

	 	(i)	 the Security was not created in contemplation of the acquisition (or proposed acquisition) of that asset by a
member of the Group; and 


  

	 	(ii)	 the principal amount secured has not been increased in contemplation of or since the acquisition (or proposed
acquisition) of that asset by a member of the Group; 


  

	 	(e)	 any Security over or affecting any asset of any company which becomes a member of the Group after the date of
this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if: 


  

	 	(i)	 the Security was not created in contemplation of the acquisition (or proposed acquisition) of that company; and



  

	 	(ii)	 the principal amount secured has not increased in contemplation of or since the acquisition (or proposed
acquisition) of that company; 



  
 - 32 - 














	 	(f)	 any Security created in the ordinary course of business to secure any excise or import taxes or duties owed to
any state or state agency or authority (among others and without limitation, a mortgage over any real property required by the relevant state, state agency or authority to secure the type of taxes or duties mentioned above will be considered as
within the ordinary course of business); 


  

	 	(g)	 any Security arising out of rights of consolidation, combination, netting or set–off over any current
and/or deposit accounts with a bank or financial institution, where it is necessary to agree to those rights in connection with the opening or operation of any bank accounts or in connection with a treasury management arrangement operated by a
member of the Group, in each case, in the ordinary course of its business or risk management; 


  

	 	(h)	 any Security resulting from retention of title or conditional sale arrangements which are contained in the
normal terms of supply of a supplier of goods to a member of the Group, where the goods are acquired by such member of the Group in the ordinary course of business and the arrangements do not constitute Financial Indebtedness; 



 

	 	(i)	 any Security arising out of rights of netting or set–off arrangements which are contained in the normal
terms of supply of a supplier of goods and/or services to a member of the Group, where the goods are acquired or services utilised by such member of the Group in the ordinary course of business and the arrangements do not constitute Financial
Indebtedness; 


  

	 	(j)	 any Security arising in the ordinary course of business of a member of the Group in relation to that Group
member’s participation in or trading on or through a clearing system or investment, commodity or stock exchange, where, in each case, the Security arises under the rules or normal procedures or legislation governing the clearing system or
exchange and neither with the intention of creating security nor in connection with the borrowing or raising of money; 


  

	 	(k)	 any Security created by a member of the Group in favour of an Obligor; 



 

	 	(l)	 any Security created pursuant to or in respect of any Judicial Deposit; 



 

	 	(m)	 any Security created or outstanding with the prior written consent of the Majority Lenders;



  

	 	(n)	 pledges over and assignments of documents of title, insurance policies and sale contracts in relation to goods
or services created or made in the ordinary course of business of a member of the Group to secure the purchase price of such goods or services; 


  

	 	(o)	 any Security created by an Excluded Subsidiary; or 



 

	 	(p)	 any Security over or affecting any assets of the Group which does not fall within any of paragraphs (a) to
(o) above provided that the total of (i) the aggregate amount of Financial Indebtedness secured by all Security referred to in this paragraph (p) and (ii) the total amount of Subsidiary Financial Indebtedness (without double
counting Subsidiary Financial Indebtedness incurred under sub-paragraph (i) of this paragraph (p)) does not, at any time, exceed US$6,000,000,000 (or its equivalent in any other currency).




  
 - 33 - 













 “Plan” means a Single Employer Plan or a Multiple Employer Plan. 

“Qualifying Lender” has the meaning given to that term in Clause 23 (Tax
Gross-up and Indemnities). 
 “Quotation Day” means, in relation to any period
for which an interest rate is to be determined: 
  

	 	(a)	 (if the currency is sterling) the first day of that period; 



 

	 	(b)	 (if the currency is euro) two TARGET Days before the first day of that period; or 



 

	 	(c)	 (for any other currency) two Business Days before the first day of that period, 



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

“Quoted Tenor” means, in relation to the Screen Rate for a Term Reference Rate applicable to Revolving Facility Loans in a
currency, any period for which that Screen Rate is customarily displayed on the relevant page or screen of an information service. 

“Rate Switch Currency” means any currency for which there are Compounded Rate Terms. 

“Rate Switch Date” means: 
  

	 	(a)	 in relation to a Rate Switch Currency, the earlier of: 



 

	 	(i)	 the Backstop Rate Switch Date; and 



 

	 	(ii)	 any Rate Switch Trigger Event Date, 



for that Rate Switch Currency; or 
  

	 	(b)	 in relation to a Rate Switch Currency which: 



 

	 	(i)	 becomes a Rate Switch Currency after the 2021 Amendment and Restatement Date; and 



 

	 	(ii)	 for which there is a date specified as the “Rate Switch Date” in the Compounded Rate Terms for that
currency, 


 that date. 

  
 - 34 - 













 “Rate Switch Trigger Event” means: 

 

	 	(a)	 in relation to any Rate Switch Currency and the Screen Rate for the Term Reference Rate applicable to Revolving
Facility Loans in that Rate Switch Currency: 


  

	 	(i)	 


  

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


  

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



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

 

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



 

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


  

	 	(iv)	 the administrator of that Screen Rate or its supervisor publicly announces that that Screen Rate for any Quoted
Tenor may no longer be used; and 


  

	 	(b)	 in relation to any Rate Switch Currency and the Screen Rate for the LIBOR applicable to Revolving Facility
Loans in that Rate Switch Currency, the supervisor of the administrator of that Screen Rate publicly announces or publishes information: 


  

	 	(i)	 stating that that Screen Rate for any Quoted Tenor is no longer, or as of a specified future date will no
longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor); and 



 

	 	(ii)	 with awareness that any such announcement or publication will engage certain triggers for fallback provisions
in contracts which may be activated by any such pre-cessation announcement or publication. 



  
 - 35 - 













 “Rate Switch Trigger Event Date” means, in relation to a Rate Switch
Currency: 
  

	 	(a)	 in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in
paragraph (a)(i) of the definition of Rate Switch Trigger Event, the date on which the relevant Screen Rate ceases to be published or otherwise becomes unavailable; 



 

	 	(b)	 in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in
paragraphs (a)(ii), (a)(iii) or (a)(iv) of the definition of Rate Switch Trigger Event, the date on which the relevant Screen Rate for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable; and 



 

	 	(c)	 in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in
paragraph (b) of the definition of Rate Switch Trigger Event, the date on which the relevant Screen Rate for the relevant Quoted Tenor ceases to be representative of the underlying market and the economic reality that it is intended to measure
(as determined by the supervisor of the administrator of such Screen Rate). 


 “Recycled Content” means
the percentage of PET recycled content used in PET primary packaging, as determined on the basis of the methodology used for the determination of the relevant metric in the Initial Sustainability KPI Report. 

“Recycled Content Target” means, in respect of any financial year of the Company commencing with the financial year ending on
31 December 2021, the Recycled Content target, as set out in the following table: 
  

					
	 Financial year
	  	Target (%)	 
	 Financial year ending on 31 December 2021
	  	 	25	 
	 Financial year ending on 31 December 2022
	  	 	28	 
	 Financial year ending on 31 December 2023
	  	 	30	 
	 Financial year ending on 31 December 2024
	  	 	35	 
	 Financial year ending on 31 December 2025
	  	 	40	 
	 Financial year ending on 31 December 2026
	  	 	45	 
	 Financial year ending on 31 December 2027
	  	 	50	 

 “Reference Bank Quotation” means any quotation supplied to the Agent by a Reference Bank.

 “Reference Bank Rate” means: 
  

	 	(a)	 the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its
request by the Reference Banks: 


  

	 	(i)	 in relation to LIBOR as either: 



 

	 	(A)	 if: 


  

	 	(1)	 the Reference Bank is a contributor to the applicable Screen Rate; and 



  
 - 36 - 














	 	(2)	 it consists of a single figure, 



the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are
asked to submit to the relevant administrator; or 
  

	 	(B)	 in any other case, the rate at which the relevant Reference Bank could fund itself in the relevant currency for
the relevant period with reference to the unsecured wholesale funding market; or 


  

	 	(ii)	 in relation to EURIBOR: 



 

	 	(A)	 (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 


  

	 	(B)	 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; or 


  

	 	(iii)	 in relation to €STR, an amount equal to: 



 

	 	(A)	 the rate which represents the relevant Reference Bank’s wholesale unsecured overnight borrowing costs for
euro denominated amounts for the relevant day; 


 minus 

 

	 	(B)	 the €STR Spread. 



“Reference Banks” means such banks as may be appointed by the Agent from time to time in consultation with the Company
(provided that such entity has consented to its appointment). 
 “Regulations T, U and X” means, respectively, Regulations
T, U and X of the Board of Governors of the Federal Reserve System of the United States (or any successor) as now and from time to time in effect from the date of this Agreement. 

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

  
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 “Relevant Borrower” means, in relation to a Loan, the Borrower which
borrowed such Loan. 
 “Relevant Jurisdiction” means, in relation to an Obligor, its jurisdiction of incorporation. 

“Relevant Market” means: 
  

	 	(a)	 subject to paragraph (b) below: 



 

	 	(i)	 in relation to euro, and subject to paragraph (ii) below, the European interbank market;



  

	 	(ii)	 in relation to euro and the Euro Swingline Facility, the Euro wholesale market; 



 

	 	(iii)	 in relation to any other currency, the London interbank market; and 



 

	 	(b)	 in relation to a Compounded Rate Currency, the market specified as such in the applicable Compounded Rate
Terms. 


 “Relevant Tenor” has the meaning given to that term in the applicable Compounded Rate Terms.

 “Renewal Request” means a written notice delivered to the Agent in accordance with Clause 6.6 (Renewal of a
Letter of Credit). 
 “Renewable Electricity” means the percentage of global electricity under contract in respect of
the Group’s beverage facilities and Vertical Operations which is attained from renewable sources, as determined on the basis of the methodology used for the determination of the relevant metric in the Initial Sustainability KPI Report. 

“Renewable Electricity Target” means, in respect of any financial year of the Company commencing with the financial year
ending on 31 December 2021, the Renewable Electricity target, as set out in the following table: 
  

					
	 Financial year
	  	Target (%)	 
	 Financial year ending on 31 December 2021
	  	 	70	 
	 Financial year ending on 31 December 2022
	  	 	73	 
	 Financial year ending on 31 December 2023
	  	 	80	 
	 Financial year ending on 31 December 2024
	  	 	86	 
	 Financial year ending on 31 December 2025
	  	 	90	 
	 Financial year ending on 31 December 2026
	  	 	95	 
	 Financial year ending on 31 December 2027
	  	 	100	 


  
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 “Repeating Representations” means each of the representations set out in
Clause 29.2 (Status) to Clause 29.6 (Validity and admissibility in evidence), paragraphs (a) and (b) of Clause 29.8 (No default) and Clause 29.11 (Pari passu ranking). 

“Resignation Letter” means a letter substantially in the form set out in Schedule 5 (Form of Resignation Letter). 

“Restricted Person” means any person: 
  

	 	(a)	 included on the “consolidated list of financial sanctions targets” maintained by HM Treasury;



  

	 	(b)	 in a country which is subject to United Nations sanctions; 



 

	 	(c)	 included on the list of “Specially Designated Nationals and Blocked Persons” maintained by the Office
of Foreign Assets Control (OFAC) of the United States Department of the Treasury, as updated or amended from time to time, or any similar list issued by OFAC; 



 

	 	(d)	 whose property has been blocked, or is subject to seizure, forfeiture or confiscation, by any order relating to
terrorism or money laundering issued by the President, Attorney General, Secretary of State, Secretary of Defense, Secretary of the Treasury or any other U.S. State or Federal governmental official or entity; or 



 

	 	(e)	 included on the “List of Persons and Entities Subject to Financial Sanctions” or any similar list
maintained by the European Union. 


 “Revolving Facility” means the revolving credit facility made
available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities). 
 “Revolving Facility
Commitment” means: 
  

	 	(a)	 in relation to a Lender as at the 2021 Amendment and Restatement Date, the amount in the Base Currency set
opposite its name under the heading “Revolving Facility Commitment” in Part 3A of Schedule 1 (The 2021 Amendment and Restatement Date Parties) and the amount of any other Revolving Facility Commitment transferred to it under this
Agreement or assumed by it in accordance with Clause 2.2 (Increase); and 


  

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


 to the extent
not cancelled, reduced or transferred by it under this Agreement. 
 “Revolving Facility Loan” means a loan made or to be
made under the Revolving Facility or the principal amount outstanding for the time being of that loan. 
 “Revolving Facility
Utilisation” means a Revolving Facility Loan or a Letter of Credit. 

  
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 “RFR” means the rate specified as such in the applicable Compounded Rate
Terms. 
 “RFR Banking Day” means any day specified as such in the applicable Compounded Rate Terms. 

“Rollover Loan” means one or more Revolving Facility Loans: 

 

	 	(a)	 made or to be made on the same day that: 



 

	 	(i)	 a maturing Revolving Facility Loan is due to be repaid; or 



 

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



  

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


  

	 	(c)	 in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of
Clause 14.2 (Unavailability of a currency)) or the relevant claim in respect of that Letter of Credit; and 


  

	 	(d)	 made or to be made to the same Borrower for the purpose of: 



 

	 	(i)	 refinancing that maturing Revolving Facility Loan; or 



 

	 	(ii)	 satisfying the relevant claim in respect of that Letter of Credit. 



“Sale” means the sale of all or substantially all of the assets of the Company (whether in a single transaction or a series of
related transactions). 
 “Sanctioned Country” means a country or territory that is the subject of comprehensive Sanctions
(being, as at the 2021 Amendment and Restatement Date, the Crimea, Cuba, Iran, North Korea, and Syria). 
 “Sanctions”
means: 
  

	 	(a)	 United Nations sanctions imposed pursuant to any United Nations Security Council Resolution;



  

	 	(b)	 US sanctions administered or enforced by the Office of Foreign Assets Control of the US Department of the
Treasury or the US Department of State; 


  

	 	(c)	 EU restrictive measures implemented pursuant to any EU Council or Commission Regulation or Decision adopted
pursuant to a Common Position in furtherance of the EU’s Common Foreign and Security Policy; and 


  

	 	(d)	 UK sanctions (i) enacted by secondary legislation pursuant to the Sanctions and Anti-Money Laundering Act
2018; and/or (ii) administered or enforced by Her Majesty’s Treasury of the UK. 


 “S&P”
means Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, or any successor thereto. 

  
 - 40 - 













 “Screen Rate” means: 

 

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


  

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


  

	 	(c)	 in relation to €STR, the euro short-term rate administered by the European Central Bank (or any other
person which takes over the administration of that rate) displayed (before any correction, recalculation or republication by the administrator) on page EURSTR= of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays
that rate), 


 or, in the case of paragraphs (b) and (c), on the appropriate page of such other information service
which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company. 

“Second Extended Final Termination Date” has the meaning given to such term in Clause 5.6 (Extension Option). 

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any
other agreement or arrangement having a similar effect. 
 “Separate Loan” has the meaning given to that term in
Clause 15 (Repayment). 
 “Shareholders’ Approval” means the valid adoption of a resolution by the
shareholders’ meeting of the Company validly approving (a) Clause 17 (Mandatory Prepayment) and (b) any other provision in this Agreement granting rights to third parties which could affect the Company’s assets or could
impose an obligation on the Company where in each case the exercise of those rights is dependent on the occurrence of a public take-over bid or a Change of Control, in accordance with article 7:151 of the Belgian Companies and Associations
Code. 
 “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, subject to
Title IV of ERISA, that (a) is maintained or contributed to by any Obligor or any ERISA Affiliate for employees of any Obligor or any ERISA Affiliate and no person other than the Obligors and the ERISA Affiliates or (b) was so maintained
or contributed to and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. 

  
 - 41 - 













 “Specified Time” means a day or time determined in accordance with Schedule
6 (Timetables). 
 “Subsidiary” means an entity of which a person has direct or indirect control or owns directly or
indirectly more than 50 per cent. of the voting share capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by
contract or otherwise. 
 “Subsidiary Financial Indebtedness” means the aggregate Financial Indebtedness of the Group
(calculated on a consolidated basis) minus: 
  

	 	(a)	 an amount equal to the aggregate principal or capital amount of all existing subsidiary financial indebtedness
listed in the document referred to in paragraph 15 of Schedule 2 (Conditions Precedent to the 2021 Effective Date) to the 2021 Amendment and Restatement Agreement; 



 

	 	(b)	 any Financial Indebtedness of any person who becomes a member of the Group after the date of this Agreement
which is incurred under arrangements in existence at the date that person becomes a member of the Group (and not entered into in contemplation of that person becoming (or proposed to be becoming) a member of the Group), but only for a period of one
year from the date that person becomes a member of the Group and only to the extent the principal amount of the Financial Indebtedness has not been incurred since the date that person became a member of the Group; 



 

	 	(c)	 any Financial Indebtedness of a Non-Obligor where (i) such Non-Obligor has on-lent substantially the entire proceeds of such Financial Indebtedness to one or more Obligors; and (ii) such
Non-Obligor holds no material assets other than its claims against such Obligors or Obligor in relation to such loans; 



 

	 	(d)	 any Financial Indebtedness of an Obligor; and 



 

	 	(e)	 any Financial Indebtedness of Ambev (or any Subsidiary of Ambev) until such time as Ambev becomes a
wholly-owned Subsidiary of the Company. 


 “Super Majority Lenders” means a Lender or Lenders whose
Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments immediately prior to that reduction). 

“Sustainability Compliance Certificate” means a certificate substantially in the form set out in Schedule 15 (Form of
Sustainability Compliance Certificate). 
 “Sustainability Discount” means the [***]% Sustainability Discount, the
[***]% Sustainability Discount and the [***]% Sustainability Discount, each as defined in paragraphs (i), (ii) and (iii) of Clause 19.4 (Calculation of Margin – Sustainability Discount and Sustainability Premium). 

  
 - 42 - 













 “Sustainability Performance Targets” means each of the following targets:

  

	 	(a)	 the Total Water Use Target; 



 

	 	(b)	 the Recycled Content Target; 



 

	 	(c)	 the Renewable Electricity Target; and 



 

	 	(d)	 the GHG Emissions Target. 



“Sustainability Premium” has the meaning given to that term in Clause 19.4 (Calculation of Margin – Sustainability
Discount and Sustainability Premium) (subject to any amendment in accordance with Clause 19.7 (Changes to the Greenhouse Gas Protocol)). 

“Sustainability Report Assurer” means KPMG Bedrijfsrevisoren CVBA or any other firm appointed by the Company from time to time
to provide an independent practitioner’s limited assurance report in respect of the sustainability report section of the Annual Report to the stakeholders of the Company. 

“Syndication Date” means the day on which the Agent confirms (for and on behalf of the Arrangers) that syndication of the
Facilities has been completed. 
 “TARGET Day” means any day on which TARGET2 is open for the settlement of payments in
euro. 
 “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which
utilises a single shared platform and which was launched on 19 November 2007. 
 “Tax” means any tax, levy, impost,
duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). 

“Term” means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of
Credit. 
 “Term Rate Loan” means any Revolving Facility Loan or, if applicable, Unpaid Sum which is not a Compounded Rate
Loan. 
 “Term Reference Rate” means: 
  

	 	(a)	 in relation to any Revolving Facility Loan in US$ or Sterling, LIBOR; or 



 

	 	(b)	 in relation to any Revolving Facility Loan in euro, EURIBOR. 



“Total Commitments” means US$10,100,000,000 at the 2021 Amendment and Restatement Date. 

“Total Dollar Swingline Commitments” means the aggregate of the Dollar Swingline Commitments, being $3,000,000,000 at the 2021
Amendment and Restatement Date. 
 “Total Euro Swingline Commitments” means the aggregate of the Euro Swingline Commitments,
being €2,000,000,000 at the 2021 Amendment and Restatement Date. 

  
 - 43 - 













 “Total Revolving Facility Commitments” means the aggregate of the Revolving
Facility Commitments, being US$10,100,000,000 at the 2021 Amendment and Restatement Date. 
 “Total Water Use” means the
number of hectolitres of water used by the Group by hectolitre of production at its beverage facilities (excluding Vertical Operations) as determined on the basis of the methodology used for the determination of the relevant metric in the Initial
Sustainability KPI Report. 
 “Total Water Use Target” means, in respect of any financial year of the Company
commencing with the financial year ending 31 December 2021, a target of the Total Water Use for any Financial Year, as set out in the following table: 
  

					
	 Financial year
	  	Target (hl/hl)	 
	 Financial year ending on 31 December 2021
	  	 	2.65	 
	 Financial year ending on 31 December 2022
	  	 	2.62	 
	 Financial year ending on 31 December 2023
	  	 	2.58	 
	 Financial year ending on 31 December 2024
	  	 	2.55	 
	 Financial year ending on 31 December 2025
	  	 	2.51	 
	 Financial year ending on 31 December 2026
	  	 	2.48	 
	 Financial year ending on 31 December 2027
	  	 	2.45	 

 “Transfer Certificate” means a certificate substantially in the form set out in Part 5 of
Schedule 3 (Requests) or any other form agreed between the Agent and the Company. 
 “Transfer Date” means, in
relation to a transfer, the later of: 
  

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



 

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



“UK Blocking Regulation” means Regulation (EU) No 2271/96 of the European Parliament and of the Council of 22 November
1996 protecting against the effects of the extraterritorial application of legislation adopted by a third country, and actions based on or resulting therefrom as it forms part of domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018. 
 “Undisclosed Administration” means an undisclosed administration (stille curatele)
applicable to a Lender, imposed by the DCB under or based on section 1:76 of the DFSA, as to Lenders which are the subject of home jurisdiction supervision by the DCB under the DFSA and in relation to which the DCB has not publicly disclosed the
appointment of a custodian (curator) with regard to the relevant Lender. 

  
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 “Unpaid Sum” means any sum due and payable but unpaid by an Obligor under
the Finance Documents. 
 “US Dollar”, “US Dollars”, “US$”, “dollar” and
“$” means the lawful currency of the United States of America from time to time. 
 “U.S.” and
“United States” means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America. 

“U.S. Borrower” means a Borrower whose jurisdiction of organisation is a state of the United States of America or the District
of Columbia. 
 “U.S. Guarantor” means a Guarantor whose jurisdiction of organisation is a state of the United States of
America or the District of Columbia. 
 “U.S. Obligor” means any U.S. Borrower or U.S. Guarantor. 

“U.S. Tax” means any federal, state, local income, gross receipts, license, premium, windfall profits, customs duties, capital
stock, franchise, profits, withholding, social security (or similar), real property, personal property, sales, use, registration, value added, alternative or add-on minimum, estimated or other tax of any kind
whatsoever, imposed by the United States or any political subdivision thereof or taxing authority therein, including any interest, penalty or addition thereto, whether disputed or not. 

“U.S. Tax Obligor” means: 
  

	 	(a)	 a Borrower which is resident for tax purposes in the US; or 



 

	 	(b)	 an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US
federal income tax purposes. 


 “Utilisation” means a Loan or a Letter of Credit. 

“Utilisation Date” means the date on which a Utilisation is made. 

“Utilisation Request” means a notice substantially in the relevant form set out in Part 1 of Schedule 3 (Requests).

 “VAT” means: 
  

	 	(a)	 any value added tax imposed by the Value Added Tax Act 1994; 



 

	 	(b)	 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) as amended; and 


  

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



“Vertical Operations” means plants of the Group which do not produce beer, water or soft drinks (including, but not limited
to, malting plants and packaging facilities). 

  
 - 45 - 













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

	1.2	 Construction 


  


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



 

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


  

	 	(ii)	 a document in “agreed form” is a document which is in a form agreed in writing by or on behalf
of the Company and the Agent; 


  

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



  

	 	(iv)	 a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to
the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period
equal in length to the Interest Period of that Loan; 


  

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


  

	 	(vi)	 “guarantee” means (other than in Clause 28 (Guarantee and Indemnity)) any guarantee,
letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase
assets of any person where, in each case, such obligation is assumed in order to provide assurance to the beneficiary of such guarantee that another person will or can meet any of its liabilities; 



 

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


  

	 	(viii)	 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 become payable by a Lender in relation to that Letter of Credit; 


  

	 	(ix)	 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); 



  
 - 46 - 














	 	(x)	 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 regulatory, self-regulatory or other authority or organisation; 



 

	 	(xi)	 the “date of this Agreement” means 26 February 2010; 



 

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


  

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



 

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


  


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



 

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


  

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


  

	 	(i)	 the account is with the Agent (if the cash cover is to be provided for all the Lenders) or with a Lender (if
the cash cover is to be provided for that Lender); 


  

	 	(ii)	 subject to paragraph (b) of Clause 7.5 (Cash cover 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 a Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit; and 



 

	 	(iii)	 the Borrower has executed a security document over that account, in form and substance satisfactory to the
Agent or the Lender with which that account is held, creating a first ranking Security over that account. 


  

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


  

	 	(g)	 A Borrower “repaying” or “prepaying” a Letter of Credit means:



  

	 	(i)	 that Borrower providing cash cover for that Letter of Credit; 



 

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



  
 - 47 - 














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



 and the amount by which a Letter of Credit is repaid or prepaid under paragraphs (g)(i) and (g)(ii) above is the
amount of the relevant cash cover or reduction. 
  

	 	(h)	 An amount “borrowed” includes any amount utilised by way of Letter of Credit.



  

	 	(i)	 A Lender “funding its participation” in a Utilisation includes a Lender participating in a
Letter of Credit. 


  

	 	(j)	 An “outstanding amount” of a Letter of Credit at any time is the maximum amount that is or may
be payable by the Relevant Borrower in respect of that Letter of Credit at that time. 


  

	 	(k)	 A reference in this Agreement to a page or screen of an information service displaying a rate shall include:



  

	 	(i)	 any replacement page of that information service which displays that rate; and 



 

	 	(ii)	 the appropriate page of such other information service which displays that rate from time to time in place of
that information service, 


 and, if such page or service ceases to be available, shall include any other page or service
displaying that rate specified by the Agent after consultation with the Company. 
  

	 	(l)	 A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate
for, that rate. 


  

	 	(m)	 Any Compounded Rate Supplement relating to a currency overrides anything relating to that currency in:



  

	 	(i)	 Schedule 13 (Compounded Rate Terms); or 



 

	 	(ii)	 any earlier Compounded Rate Supplement. 



 

	 	(n)	 A Compounding Methodology Supplement relating to the Daily Non-
Cumulative Compounded RFR Rate overrides anything relating to that rate in: 


  

	 	(i)	 Schedule 14 (Daily Non-Cumulative Compounded RFR Rate); or



  

	 	(ii)	 any earlier Compounding Methodology Supplement. 



 

	1.3	 Dutch terms 



In this Agreement, where it relates to a Dutch entity, a reference to: 

 

	 	(a)	 a “necessary action to authorise” where applicable, includes without limitation:



  

	 	(i)	 any action required to comply with the Works Councils Act of the Netherlands (Wet op de
ondernemingsraden); and 



  
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	 	(ii)	 obtaining an unconditional positive advice (advies) from the competent works council(s);



  

	 	(b)	 “financial assistance” means any act contemplated by: 



 

	 	(i)	 (for a besloten vennootschap met beperkte aansprakelijkheid) Article 2:207(c) of the Dutch Civil Code;
or 


  

	 	(ii)	 (for a naamloze vennootschap) Article 2:98(c) of the Dutch Civil Code; 



 

	 	(c)	 a “Security” includes any mortgage (hypotheek), pledge (pandrecht), retention of
title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created
for the purpose of granting security (goederenrechtelijk zekerheidsrecht); 


  

	 	(d)	 


  

	 	(i)	 a “winding-up”, “administration” or
“dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden); 


  

	 	(ii)	 a “moratorium” includes surseance van betaling and “a moratorium is
declared” or occurs includes surseance verleend; 


  

	 	(iii)	 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); 


  

	 	(iv)	 a “trustee in bankruptcy” includes a curator; 



 

	 	(v)	 an “administrator” includes a bewindvoerder; and 



 

	 	(vi)	 an “attachment” includes a beslag. 



 

	1.4	 Luxembourg terms 



In this Agreement, where it relates to any Luxembourg Obligor, a reference to: 

 

	 	(a)	 “constitutional documents” includes its articles of association; 



 

	 	(b)	 a “liquidator”, “trustee in bankruptcy”, “judicial
custodian”, “compulsory manager”, “receiver”, “administrator receiver”, “administrator” or similar officer includes any: 



 

	 	(i)	 juge-commissaire and/or insolvency receiver (curateur) appointed under the Luxembourg Commercial
Code; 



  
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	 	(ii)	 liquidateur appointed under Articles 1100-1 to 1100-15 of the Luxembourg act of 10 August 1915 on commercial companies, as amended; 


  

	 	(iii)	 juge-commissaire and/or liquidateur appointed under Article
1200-1 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended; 


  

	 	(iv)	 commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management regime or
under Articles 593 to 614 of the Luxembourg Commercial Code; and 


  

	 	(v)	 juge délégué appointed under the Luxembourg act of 14 April 1886 on the
composition to avoid bankruptcy, as amended; 


  

	 	(c)	 a “winding-up”, “administration” or
“dissolution” includes, without limitation, bankruptcy (faillite), liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement) and
controlled management (gestion contrôlée); and 


  

	 	(d)	 a person being “unable to pay its debts” includes that person being in a state of cessation of
payments (cessation de paiements). 


  

	1.5	 Belgian terms 



In this Agreement, a reference (in the context of Belgian law or a Belgian Obligor) to: 

 

	 	(a)	 a “liquidator”, “trustee in bankruptcy”, “receiver”,
“administrative receiver”, “administrator” (in relation to a bankruptcy) or “similar officer” includes any insolventiefunctionaris/praticien de l’insolvabilité, curator /
curateur, vereffenaar / liquidateur, gedelegeerd rechter / juge délégué, gerechtsmandataris / mandataire de justice, voorlopig bewindvoerder / administrateur provisoire, gerechtelijk bewindvoerder/administrateur
judiciaire, mandataris ad hoc/mandataire ad hoc and ondernemingsbemiddelaar/médiateur d’entreprise, as applicable; 


  

	 	(b)	 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); 


  

	 	(c)	 a “moratorium” or “reorganisation” includes any gerechtelijke
reorganisatie/réorganisation judiciaire or staking van betaling/cessation de paiements; 


  

	 	(d)	 “commences negotiations with any one or more of its creditors (excluding any Finance Party in its capacity
as such) with a view to the general readjustment or rescheduling of all or a material part 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 Economic Law Code (Wetboek Economisch Recht/Code de droit économique); 



  
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	 	(e)	 an “insolvency” includes any insolventieprocedure/procedure d’insolvabilité,
gerechtelijke reorganisatie / réorganisation judiciaire, faillissement / faillite and any other concurrence between creditors (samenloop van schuldeisers / concours des créanciers); 



 

	 	(f)	 a “composition”, “compromise”, “assignment” or
“arrangement” includes a minnelijk akkoord met schuldeisers/accord amiable avec des créanciers, collectief akkoord/accord collectif or reorganisatie door overdracht onder gerechtelijk gezag/réorganisation par
transfert sous autorité de justice, as applicable; 


  

	 	(g)	 “winding up”, “administration”, “liquidation” or
“dissolution” includes any vereffening / liquidation, ontbinding / dissolution, faillissement / faillite and sluiting van een onderneming / fermeture d’enterprise; 



 

	 	(h)	 an “expropriation”, “attachment”, “sequestration”,
“distress”, “execution” or “analogous events” includes any onteigening/expropriation, uitvoerend beslag / saisie exécutoire, sekwester/séquestre and bewarend
beslag / saisie conservatoire; 


  

	 	(i)	 a “Security” includes any mortgage (hypotheek / hypothèque), pledge (pand /
gage), any mandate to grant a mortgage or pledge or any other real security (mandaat/mandate) (privilege (voorrecht / privilège), reservation of title arrangement (eigendomsvoorbehoud / réserve de
propriété), any real surety (zakelijke zekerheid / sûreté réelle) and any transfer by way of security (overdracht ten titel van zekerheid / transfert à titre de garantie);



  

	 	(j)	 an “amalgamation”, “demerger”, “merger”,
“consolidation” includes an overdracht van algemeenheid/transfert d’universalité, overdracht van bedrijfstak/transfert de branche d’activité, splitsing/scission and fusie/fusion and an
assimilated transaction (gelijkgestelde verrichting/opération assimilée) in accordance with the Belgian Companies and Associations Code; 


  


	 	(k)	 “constitutional documents” means de oprichtingsakte / acte constitutif, statuten /
statuts and uittreksel van de Kruispuntbank voor Ondernemingen / Banque Carrefour des Entrepises; and 


  

	 	(l)	 “guarantee” means, only for the purpose of the guarantee granted by a Belgian Obligor pursuant
to Clause 28 (Guarantee and Indemnity), an independent guarantee and not a surety (borg / cautionnement). 


  

	1.6	 Third party rights 



 

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


  

	 	(b)	 Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required
to rescind or vary this Agreement at any time. 



  
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	2.	 THE FACILITIES 



 

	2.1	 The Facilities 



 

	 	(a)	 Subject to the terms of this Agreement, the Lenders make available to the Borrowers, a multicurrency revolving
credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Revolving Facility Commitments. 


  

	 	(b)	 Any Borrower will be permitted to borrow (on a several basis) under the Revolving Facility.



  

	2.2	 Increase 


  

	 	(a)	 The Company may by giving prior written notice to the Agent by no later than the date falling five Business
Days after the effective date of a cancellation of: 


  

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



 

	 	(A)	 Clause 16.1 (Illegality); or 



 

	 	(B)	 paragraph (a) of Clause 16.5 (Right of replacement or repayment and cancellation in relation to a
single Lender or Issuing Bank); or 


  

	 	(ii)	 the Available Commitments of a Defaulting Lender in accordance with Clause 16.6 (Right of cancellation in
relation to a Defaulting Lender), 


 request that the Commitments relating to any Facility be increased (and the
Commitments relating to that Facility shall be so increased) in an aggregate amount in the Base Currency (or, in the case of a Euro Swingline Commitment, in euro) of up to the amount of the Available Commitments or Commitments relating to that
Facility so cancelled as follows: 
  

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


  

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



 

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



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



 

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



 

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



 

	 	(c)	 The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender once:



  

	 	(i)	 it is satisfied that it has complied with all necessary “know your customer” or other similar checks
under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender; and 


  

	 	(ii)	 in the case of an increase in the Total Revolving Facility Commitments, the Issuing Bank has consented to that
increase. 


  

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


  

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



 

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



  
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	 	(g)	 Clause 33.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in
this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: 


  

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


  

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



  

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


  

	2.3	 Finance Parties’ rights and obligations 



 

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



  

	 	(b)	 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent
rights and any debt arising under the Finance Documents to a Finance Party from an Obligor 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 an Obligor which relates to a Finance Party’s
participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor. 



 

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


  

	2.4	 Obligors’ Agent 



 

	 	(a)	 Each Obligor (other than the Company) by its execution of this Agreement or an Accession Letter irrevocably
appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: 


  

	 	(i)	 the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the
Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and
variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and 



  
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	 	(ii)	 each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance
Documents to the Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the
amendments, supplements or variations, or received the relevant notice, demand or other communication. 


  

	 	(b)	 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. 


  

	3.	 PURPOSE 


  

	3.1	 Purpose 



The Relevant Borrower shall apply all amounts borrowed by it under the Revolving Facility towards the general corporate and/or working capital
purposes of the Group. 
  

	3.2	 Monitoring 



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

 

	4.	 CONDITIONS OF UTILISATION 



 

	4.1	 Initial conditions precedent 



No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part 1 of
Schedule 2 (Conditions Precedent) which must be delivered on or before the first Utilisation Date), in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. 

 

	4.2	 Further conditions precedent 



The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Utilisation if, on the
date of the Utilisation Request and on the proposed Utilisation Date: 
  

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


  

	 	(b)	 the Repeating Representations (but excluding, in the case of a Rollover Loan, paragraph (a) of Clause 29.8
(No default)) to be made by each Obligor are true in all material respects. 



  
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	4.3	 Conditions relating to Optional Currencies 



 

	 	(a)	 A currency will constitute an Optional Currency in relation to a Revolving Facility Utilisation if it is euro
or: 


  

	 	(i)	 it is readily available in the amount required and freely convertible into the Base Currency in the wholesale
market for that currency at the Specified Time or, if later, on the date the Agent receives the relevant Utilisation Request and the Utilisation Date for that Utilisation; and 



 

	 	(ii)	 it has been approved by the Agent (acting on the instructions of all the Lenders under the Revolving Facility)
on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation. 


  

	 	(b)	 If the Agent has received a written request from the Company for a currency to be approved under paragraph
(a)(ii) above, the Agent will confirm to the Company by the Specified Time: 


  

	 	(i)	 whether or not the relevant Lenders have granted their approval; and 



 

	 	(ii)	 if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent
Utilisation in that currency. 


  

	4.4	 Maximum number of Utilisations 



 

	 	(a)	 A Borrower (or the Company) may not deliver a Utilisation Request if as a result of the proposed Utilisation 32
or more Revolving Facility Loans would be outstanding. 


  

	 	(b)	 Any Loan made by a single Lender under Clause 14.2 (Unavailability of a currency) shall not be taken
into account in this Clause 4.4. 


  

	 	(c)	 Any Separate Loan shall not be taken into account in this Clause 4.4. 



 

	5.	 UTILISATION – LOANS 



 

	5.1	 Delivery of a Utilisation Request 



A Borrower (or the Company on its behalf) may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later
than the Specified Time. 
  

	5.2	 Completion of a Utilisation Request for Loans 



 

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


  

	 	(i)	 it identifies the Borrower and the Facility to be utilised; 



 

	 	(ii)	 the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;




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



  

	 	(iv)	 the proposed Interest Period complies with Clause 20 (Interest Periods). 



 

	 	(b)	 Only one Utilisation may be requested in any Utilisation Request. 



 

	5.3	 Currency and amount 



 

	 	(a)	 The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.



  

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



 

	 	(i)	 if the currency selected is the Base Currency, a minimum of US$25,000,000 or, if less, the Available Facility;
or 


  

	 	(ii)	 if the currency selected is euro, a minimum of US$25,000,000 or, if less, the Available Facility; or



  

	 	(iii)	 if the currency selected is an Optional Currency, other than euro, the minimum amount specified by the Agent
pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility. 


  

	5.4	 Lenders’ participation 



 

	 	(a)	 If the conditions set out in this Agreement have been met, each Lender shall make its participation in each
Loan available by the Utilisation Date through its Facility Office. 


  

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


  

	 	(c)	 The Agent shall determine the Base Currency Amount of each Revolving Facility Loan which is to be made in an
Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time. 



 

	5.5	 Cancellation of Commitment 



Any Commitment which is unutilised on the last day of the Availability Period shall be immediately cancelled. 

  
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	5.6	 Extension Option 



 

	 	(a)	 In this Clause 5.6: 



“Applicable Final Termination Date” means, in relation to each Lender, the Final Termination Date in effect in respect of
such Lender as at the date of an Extension Request; 
 “Extended Final Termination Date” means: 

 

	 	(i)	 in respect of an exercise of the Extension Option before the second anniversary of the 2021 Amendment and
Restatement Date, the First Extended Final Termination Date; and 


  

	 	(ii)	 in respect of an exercise of the Extension Option on or after the second anniversary of the 2021 Amendment and
Restatement Date: 


  

	 	(A)	 for any Lender that agreed to extend its Applicable Final Termination Date in accordance with a previous
exercise of the Extension Option, the Second Extended Final Termination Date; and 


  

	 	(B)	 (i) to the extent that no previous Extension Option has been exercised by such time, for any Lender or
(ii) to the extent that a previous Extension Option has been exercised by such time, for any Lender that did not agree to extend its Applicable Final Termination Date in accordance with that previous exercise of the Extension Option, either the
First Extended Final Termination Date or the Second Extended Final Termination Date (as the relevant Lender may in its discretion select in accordance with paragraph (f) below); 



“Extending Lender” means, in respect of an Extension Request, a Lender which notifies the Agent, within the timeframe set out
in paragraph (f) below, that it accepts that Extension Request; and 
 “First Extended Final Termination Date” means
the date which is twelve months after the Amended Termination Date. 
 “Second Extended Final Termination Date” means the
date which is twenty four months after the Amended Termination Date. 
  

	 	(b)	 The Company may request an extension of the Applicable Final Termination Date (an “Extension
Option”) by submitting an Extension Request to the Agent. Any Extension Request is irrevocable. 


  

	 	(c)	 An Extension Request shall not be valid unless: 



 

	 	(i)	 in respect of the first Extension Request delivered, it is delivered to the Agent at any time on or after the
first anniversary of the 2021 Amendment and Restatement Date; 



  
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	 	(ii)	 in respect of the second Extension Request delivered, it is delivered to the Agent at any time on or after the
second anniversary of the 2021 Amendment and Restatement Date; 


  

	 	(iii)	 it specifies the date on which the extension of the Applicable Final Termination Date is to take effect, which
shall be a date not less than 20 days after the date of the Extension Request (the “Extension Effective Date”); and 


  

	 	(iv)	 it does not (and would not) cause paragraph (d) below to be contravened. 



 

	 	(d)	 The Extension Option may be exercised no more than twice in total. 



 

	 	(e)	 Upon receipt of a valid Extension Request, the Agent shall promptly notify each Lender. Each such Lender shall
have the right, in its absolute discretion: 


  

	 	(i)	 to accept or decline such Extension Request; and 



 

	 	(ii)	 if such Extension Request is delivered on or after the second anniversary of the 2021 Amendment and Restatement
Date and no previous Extension Option has been exercised by such time, or it is the second Extension Request delivered under this Agreement and the relevant Lender did not agree to extend its participation and Commitment in connection with the first
such Extension Request, to decide whether to extend its Applicable Final Termination Date to the First Extended Final Termination Date or the Second Extended Final Termination Date in connection with such Extension Request.



  

	 	(f)	 Any such Lender that wishes to accept the Extension Request shall so notify the Agent in writing no later than
10 days prior to the Extension Effective Date specified in that Extension Request, and if applicable in accordance with paragraph (e)(ii) above, shall confirm whether it wishes to extend its participation and Commitment to the First Extended Final
Termination Date or the Second Extended Final Termination Date. If there are any Extending Lenders, then on each Extension Effective Date, the Applicable Final Termination Date in respect of the participation and Commitment of each such
Extending Lender shall be extended to the Extended Final Termination Date applicable to that Extending Lender. 


  

	 	(g)	 The Agent will notify the Company in writing of each Lender’s decision in relation to an Extension Request
as soon as practicable after it has been informed. 


  

	 	(h)	 Where a Lender that did not agree (or did not respond) to an Extension Request pursuant to paragraph
(b) above is not replaced by the Company in accordance with Clause 44.4 (Replacement of Lender), the unutilised Commitment of such Lender will be automatically cancelled on the date falling one Month prior to the Final Termination Date
applicable to that Lender. 



  
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	 	(i)	 Any utilised Commitments which become Available Commitments as a result of repayments to that Lender in the
Month prior to the Applicable Final Termination Date shall be cancelled on the date of the relevant repayment. The Company shall repay the participation in each Loan of each Lender on the Final Termination Date applicable to that Lender, together
with all other amounts due and owing to that Lender under the Finance Documents. 


  

	6.	 UTILISATION – LETTERS OF CREDIT 



 

	6.1	 The Revolving Facility 



 

	 	(a)	 The Revolving Facility may be utilised by way of Letters of Credit. 



 

	 	(b)	 Clause 5 (Utilisation – Loans) does not apply to utilisations by way of Letters of Credit.



  

	6.2	 Delivery of a Utilisation Request for Letters of Credit 



A Borrower (or the Company on its behalf) may request a Letter of Credit to be issued by delivery to the Agent of a duly completed Utilisation
Request not later than the Specified Time. 
  

	6.3	 Completion of a Utilisation Request for Letters of Credit 



Each Utilisation Request for a Letter of Credit is irrevocable (unless otherwise agreed by the Issuing Bank) and will not be regarded as having
been duly completed unless: 
  

	 	(a)	 it specifies that it is for a Letter of Credit; 



 

	 	(b)	 it identifies the Borrower of the Letter of Credit; 



 

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



 

	 	(d)	 the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Revolving
Facility; 


  

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



  

	 	(f)	 the proposed beneficiary is not a Restricted Person and is not objected to by the Issuing Bank (acting
reasonably); 


  

	 	(g)	 the form of Letter of Credit is attached; 



 

	 	(h)	 the Expiry Date of the Letter of Credit falls on or before the Final Termination Date; and



  

	 	(i)	 the delivery instructions for the Letter of Credit are specified. 



 

	6.4	 Currency and amount 



 

	 	(a)	 The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.




  
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	 	(b)	 The amount of the proposed Letter of Credit must be an amount whose Base Currency Amount is not more than the
Available Facility and which: 


  

	 	(i)	 if the currency selected is the Base Currency, is a minimum of US$25,000,000 or, if less, the Available
Facility; 


  

	 	(ii)	 if the currency selected is euro, is a minimum of US$25,000,000 or, if less, the Available Facility; or



  

	 	(iii)	 if the currency selected is an Optional Currency other than euro, is the minimum amount specified by the Agent
pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility; and 


  

	 	(iv)	 will not result in the Base Currency Amount of all outstanding Letters of Credit exceeding US$500,000,000 (or
its equivalent in any other currency). 


  

	6.5	 Issue of Letters of Credit 



 

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


  

	 	(b)	 Subject to Clause 4.1 (Initial conditions precedent), the Issuing Bank will only be obliged to comply
with paragraph (a) above in relation to a Letter of Credit other than one to which paragraph (c) below applies, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: 



 

	 	(i)	 no Default (or, in the case of a Letter of Credit to be renewed in accordance with Clause 6.6 (Renewal of a
Letter of Credit), no Acceleration Event) is continuing or would result from the proposed Utilisation; 


  

	 	(ii)	 in relation to any Utilisation on the Funding Date, all the representations and warranties in Clause 29
(Representations) to be made by each Obligor are true in all material respects; and 


  

	 	(iii)	 in relation to any Utilisations other than on the Funding Date, the Repeating Representations (but excluding,
in the case of a Letter of Credit to be renewed in accordance with Clause 6.6 (Renewal of a Letter of Credit), paragraph (a) of Clause 29.8 (No default)) to be made by each Obligor are true in all material respects.



  

	 	(c)	 The amount of each Lender’s participation in each Letter of Credit will be equal to the proportion borne
by its Available Commitment to the Available Facility (in each case in relation to the Revolving Facility) immediately prior to the issue of the Letter of Credit. 



 

	 	(d)	 The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an
Optional Currency and shall notify the Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. 



  
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	6.6	 Renewal of a Letter of Credit 



 

	 	(a)	 A Borrower (or the Company on its behalf) may request that any Letter of Credit issued on behalf of that
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. 



 

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



 

	 	(c)	 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: 


  

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



  

	 	(ii)	 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. 


  

	 	(d)	 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. 


  

	6.7	 Refusal of a Letter of Credit 



 

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


  

	 	(i)	 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 


  

	 	(ii)	 the Issuing Bank has required the relevant Borrower to provide cash cover pursuant to Clause 7.5 (Cash cover
by Borrower) but the relevant Borrower has failed to provide cash cover to the Issuing Bank in accordance with Clause 7.5 (Cash cover by Borrower), 



the Issuing Bank may refuse to issue that Letter of Credit. 
  

	6.8	 Revaluation of Letters of Credit 



 

	 	(a)	 If any Letters of Credit are denominated in an Optional Currency, the Agent shall at six monthly intervals
after the date of the Letter of Credit recalculate the Base Currency Amount of each Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Agent’s Spot Rate of
Exchange on the date of calculation. 


  

	 	(b)	 The Company shall, if requested by the Agent within five days of any calculation under paragraph
(a) above, ensure that within three Business Days sufficient Revolving Facility Utilisations are prepaid to prevent the Base Currency Amount of the Revolving Facility Utilisations exceeding the Total Revolving Facility Commitments following any
adjustment to a Base Currency Amount under paragraph (a) above. 



  
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	7.	 LETTERS OF CREDIT 



 

	7.1	 Immediately payable 



Subject to the terms of this Agreement, if a Letter of Credit or any amount outstanding under a Letter of Credit becomes immediately payable
under this Agreement, the Borrower that requested the issue of that Letter of Credit shall repay or prepay that amount immediately. 
  

	7.2	 Claims under a Letter of Credit 



 

	 	(a)	 Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to
be made under a Letter of Credit requested by it (or requested by the Company on its behalf) and which appears on its face to be in order (in this Clause 7, a claim). 



 

	 	(b)	 The Relevant Borrower shall within five Business Days of demand pay to the Agent for the Issuing Bank an amount
equal to the amount of any claim. 


  

	 	(c)	 Each Borrower acknowledges that the Issuing Bank: 



 

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


  

	 	(ii)	 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. 


  

	 	(d)	 The obligations of a Borrower under this Clause will not be affected by: 



 

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



 

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



  

	7.3	 Indemnities 


  

	 	(a)	 The Relevant 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 requested by (or on behalf of) that Borrower.



  

	 	(b)	 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 an Obligor pursuant to a Finance Document). 



  
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	 	(c)	 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph
(b) above, then that Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the
Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt
of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded. 



 

	 	(d)	 The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall immediately
on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of that Letter of Credit. 


  

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


  

	 	(f)	 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: 



 

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


  

	 	(ii)	 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; 


  

	 	(iii)	 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; 


  

	 	(iv)	 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; 


  

	 	(v)	 any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit (provided
that, in the case of any amendment to a Letter of Credit, the Company has agreed to such amendment) or any other document or security; 



  
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	 	(vi)	 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 


  

	 	(vii)	 any insolvency or similar proceedings. 



 

	7.4	 Cash collateral by Non-Acceptable L/C Lender



  

	 	(a)	 If, at any time, a Lender under the Revolving 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 (or procure that one of its Affiliates pays), on or prior to the date falling
five 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 and in the currency of that Letter of Credit to an interest-bearing account held in the
name of that Lender with the Issuing Bank. 


  

	 	(b)	 The Non-Acceptable L/C Lender to whom a request has been made in
accordance with paragraph (a) above shall (or, if an Affiliate is making payment in accordance with paragraph (a) above, shall procure that its Affiliate will) 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 the Finance Documents by that Lender to the Issuing Bank in respect of that Letter of Credit. 



 

	 	(c)	 Until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be
made to pay to the Issuing Bank amounts due and payable to the Issuing Bank by the Non-Acceptable L/C Lender under the Finance Documents in respect of that Letter of Credit. 



 

	 	(d)	 Each Lender under the Revolving Facility shall notify the Agent and the Parent: 



 

	 	(i)	 on the 2021 Amendment and Restatement Date or on any later date on which it becomes such a Lender in accordance
with Clause 2.2 (Increase) or Clause 33 (Changes to the Lenders) whether it is a Non-Acceptable L/C Lender; and 



 

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


 and an indication in Schedule 1 (The 2021
Amendment and Restatement Date Parties), in a Transfer Certificate or in an Increase Confirmation to that effect will constitute a notice under paragraph (d)(i) above to the Agent and, upon delivery in accordance with Clause 33.7 (Copy
of Transfer Certificate or Increase Confirmation to Company), to the Company. 
  

	 	(e)	 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. 



  
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	 	(f)	 If a Lender who has (or has procured that an Affiliate has) provided cash collateral in accordance with this
Clause 7.4: 


  

	 	(i)	 ceases to be a Non-Acceptable L/C Lender; and 



 

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



that Lender may, at any time it is not a Non-Acceptable L/C Lender, by notice to the Issuing Bank
request that an amount equal to the amount of the cash provided by it (or its Affiliate, as applicable) as collateral in respect of that Letter of Credit (together with any accrued interest) standing to the credit of the relevant account held with
the Issuing Bank be returned to it (or its Affiliate, as applicable) and the Issuing Bank shall pay that amount to the Lender (or its Affiliate, as applicable) within five Business Days after the request from the Lender (and shall cooperate with the
Lender (and, to the extent applicable, its Affiliate) in order to procure that the relevant security or collateral arrangement is released and discharged). 
  

	7.5	 Cash cover by Borrower 



 

	 	(a)	 If a Lender which is a Non-Acceptable L/C Lender fails (or its
Affiliate 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 the
Issuing Bank notifies the Obligors’ Agent (with a copy to the Agent) that it requires the Borrower of the relevant Letter of Credit or proposed Letter of Credit to provide cash cover to an account with the Issuing Bank in an amount equal to
that Lender’s L/C Proportion of the outstanding amount of that Letter of Credit and in the currency of that Letter of Credit then that Borrower shall do so within five Business Days after the notice is given. 



 

	 	(b)	 Notwithstanding paragraph (d) of Clause 1.2 (Construction), the Issuing Bank may agree to the
withdrawal of amounts up to the level of that cash cover from the account if: 


  

	 	(i)	 it is satisfied that the relevant Lender is no longer a Non-Acceptable
L/C Lender; or 


  

	 	(ii)	 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; or 


  

	 	(iii)	 an Increase Lender has agreed to undertake the obligations in respect of the relevant Lender’s L/C
Proportion of the Letter of Credit. 


  

	 	(c)	 To the extent that a Borrower has complied with its obligations to provide cash cover in accordance with this
Clause 7.5, 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 (e)(ii) of Clause 1.2
(Construction)). However, the relevant Borrower’s obligation to pay any Letter of Credit fee in relation to the relevant 



  
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Letter of Credit to the Agent (for the account of that Lender) in accordance with paragraph (b) of Clause 22.5 (Fees payable in respect of Letters of Credit) will be reduced
proportionately as from the date on which it complies with that obligation to provide cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral). 


 

	 	(d)	 The relevant Issuing Bank shall promptly notify the Agent of the extent to which a Borrower provides cash cover
pursuant to this Clause 7.5 and of any change in the amount of cash cover so provided. 


  

	8.	 DOLLAR SWINGLINE FACILITY 



 

	8.1	 General 


  

	 	(a)	 Clause 4.2 (Further conditions precedent) and 4.3 (Conditions relating to Optional
Currencies); 


  

	 	(b)	 Clause 5 (Utilisation - Loans); 



 

	 	(c)	 Clause 14 (Optional Currencies); 



 

	 	(d)	 Clause 19 (Interest) as it applies to the calculation of interest on a Loan but not default interest on
an overdue amount; 


  

	 	(e)	 Clause 20 (Interest Periods); and 



 

	 	(f)	 Clause 21 (Changes to the Calculation of Interest), 



do not apply to Dollar Swingline Loans. 
  

	8.2	 Definitions 



Any references in this Agreement to: 
  

	 	(a)	 an “Interest Period” includes each period determined under this Agreement by reference to
which interest on a Dollar Swingline Loan is calculated; and 


  

	 	(b)	 a “Lender” includes a Dollar Swingline Lender unless the context otherwise requires.



  

	8.3	 Dollar Swingline Facility 



Subject to the terms of this Agreement, the Dollar Swingline Lenders make available to the Borrowers a dollar swingline loan facility in an
aggregate amount equal to the Total Dollar Swingline Commitments. 
  

	8.4	 Purpose 



Each Borrower shall apply all amounts borrowed by it under the Dollar Swingline Facility towards refinancing any note or other instrument
maturing under a dollar commercial paper programme of a member of the Group. A Dollar Swingline Loan may not be borrowed to refinance (in whole or in part) a maturing Euro Swingline Loan and/or Dollar Swingline Loan. 

  
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	9.	 UTILISATION—DOLLAR SWINGLINE LOANS 



 

	9.1	 Delivery of a Utilisation Request for Dollar Swingline Loans 



 

	 	(a)	 A Borrower may utilise the Dollar Swingline Facility by delivery to the Agent of a duly completed Utilisation
Request not later than the Specified Time. 


  

	 	(b)	 Each Utilisation Request for a Dollar Swingline Loan must be sent to the Agent to the address in New York
notified by the Agent for this purpose, with a copy to its address referred to in Clause 40 (Notices). 


  

	9.2	 Completion of a Utilisation Request for Dollar Swingline Loans 



 

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


  

	 	(i)	 it identifies the Borrower; 



 

	 	(ii)	 it specifies that it is for a Dollar Swingline Loan; 



 

	 	(iii)	 the proposed Utilisation Date is a New York Business Day within the Availability Period applicable to the
Revolving Facility; 


  

	 	(iv)	 the Dollar Swingline Loan is denominated in dollars; 



 

	 	(v)	 the amount of the proposed Dollar Swingline Loan is an amount whose Base Currency Amount is not more than the
Available Dollar Swingline Facility and is a minimum of US$25,000,000 or, if less, the Available Dollar Swingline Facility; and 


  

	 	(vi)	 the proposed Interest Period: 



 

	 	(A)	 does not overrun the Final Termination Date; 



 

	 	(B)	 is a period of not more than five New York Business Days; and 



 

	 	(C)	 ends on a New York Business Day. 



 

	 	(b)	 Only one Dollar Swingline Loan may be requested in each Utilisation Request. 



 

	9.3	 Dollar Swingline Lenders’ participation 



 

	 	(a)	 If the conditions set out in this Agreement have been met, each Dollar Swingline Lender shall make its
participation in each Dollar Swingline Loan available through its Facility Office. 



  
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	 	(b)	 The Dollar Swingline Lenders will only be obliged to comply with paragraph (a) above if on the date of the
Utilisation Request and on the proposed Utilisation Date: 


  

	 	(i)	 no Default is continuing or would result from the proposed Utilisation; and 



 

	 	(ii)	 the Repeating Representations to be made by each Obligor are true in all material respects.



  

	 	(c)	 The amount of each Dollar Swingline Lender’s participation in each Dollar Swingline Loan will be equal to
the proportion borne by its Available Dollar Swingline Commitment to the Available Dollar Swingline Facility immediately prior to making the Dollar Swingline Loan, adjusted to take account of any limit applying under Clause 9.4 (Relationship with
the Revolving Facility). 


  

	 	(d)	 The Agent shall determine the Base Currency Amount of each Dollar Swingline Loan and notify each Dollar
Swingline Lender of the amount of each Dollar Swingline Loan and its participation in that Dollar Swingline Loan in each case by the Specified Time. 


  

	9.4	 Relationship with the Revolving Facility 



 

	 	(a)	 This paragraph applies when a Dollar Swingline Loan is outstanding or is to be borrowed. 



 

	 	(b)	 The Revolving Facility may be used by way of Dollar Swingline Loans. The Dollar Swingline Facility is not
independent of the Revolving Facility. 


  

	 	(c)	 Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Revolving
Facility Loan or a Dollar Swingline Loan to the extent that it would not result in the Base Currency Amount of its participation (and that of a Lender which is its Affiliate) in the Revolving Facility Loans, Dollar Swingline Loans and Euro Swingline
Loans exceeding its Overall Commitment. 


  

	 	(d)	 Where, but for the operation of paragraph (c) above, the Base Currency Amount of a Lender’s
participation (and that of a Lender which is its Affiliate) in the Revolving Facility Loans, Dollar Swingline Loans and Euro Swingline Loans would have exceeded its Overall Commitment, the excess will be (to the extent possible without causing a
similar excess for other Lenders) apportioned among the other Lenders participating in the relevant Loan pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until the Loan is apportioned among the
relevant Lenders in a manner consistent with paragraph (c) above. 


  

	9.5	 Conditions of Assignment or transfer 



Notwithstanding any other term of this Agreement, each Lender which has (or has an Affiliate which has) a Dollar Swingline Commitment shall
ensure that at all times its Overall Commitment is not less than: 
  

	 	(a)	 its Dollar Swingline Commitment or, 



 

	 	(b)	 if it does not have a Dollar Swingline Commitment, the Dollar Swingline Commitment of a Lender which is its
Affiliate. 



  
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	10.	 DOLLAR SWINGLINE LOANS 



 

	10.1	 Repayment of Dollar Swingline Loans 



 

	 	(a)	 Each Borrower that has drawn a Dollar Swingline Loan shall repay that Dollar Swingline Loan on the last day of
its Interest Period. 


  

	 	(b)	 If a Dollar Swingline Loan is not repaid in full on its due date, the Agent shall (if requested to do so in
writing by any affected Dollar Swingline Lender) set a date (the “Dollar Swingline Loss Sharing Date”) on which payments shall be made between the Lenders to re-distribute the unpaid amount
between them. The Agent shall give at least three Business Days’ notice to each affected Lender of the Dollar Swingline Loss Sharing Date and notify it of the amounts to be paid or received by it. 



 

	 	(c)	 On the Dollar Swingline Loss Sharing Date each Lender must pay to the Agent its Dollar Swingline Proportion of
the Dollar Swingline Unpaid Amount minus its (or its Affiliate’s) Unpaid Dollar Swingline Participation (if any). If this produces a negative figure for a Lender no amount need be paid by that Lender. 



The “Dollar Swingline Proportion” of a Lender means the proportion borne by: 

 

	 	(i)	 its Revolving Facility Commitment (or, if the Total Revolving Facility Commitments are then zero, its Revolving
Facility Commitment immediately prior to their reduction to zero) minus the Base Currency Amount of its participation (or that of a Lender which is its Affiliate) in any outstanding Revolving Facility Loans, Dollar Swingline Loans and Euro Swingline
Loans (but ignoring its (or its Affiliate’s) participation in the unpaid Dollar Swingline Loan): to 


  

	 	(ii)	 the Total Revolving Facility Commitments (or, if the Total Revolving Facility Commitments are then zero, the
Total Revolving Facility Commitments immediately prior to their reduction to zero) minus any outstanding Revolving Facility Loans, Dollar Swingline Loans and Euro Swingline Loans (but ignoring the unpaid Dollar Swingline Loan).



 The “Dollar Swingline Unpaid Amount” means, in relation to a Dollar Swingline Loan, any principal not
repaid and/or any interest accrued but unpaid on that Dollar Swingline Loan calculated from the Utilisation Date to the Dollar Swingline Loss Sharing Date. 

The “Unpaid Dollar Swingline Participation” of a Lender means that part of the Dollar Swingline Unpaid Amount (if any) owed
to that Lender (or its Affiliate) (before any re-distribution under this Clause 10.1 (Repayment of Dollar Swingline Loans)). 

  
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	 	(d)	 Out of the funds received by the Agent pursuant to paragraph (c) above the Agent shall pay to each Dollar
Swingline Lender an amount equal to the Dollar Swingline Shortfall (if any) of that Dollar Swingline Lender where: 


 The
“Dollar Swingline Shortfall” of a Dollar Swingline Lender is an amount equal to its Unpaid Dollar Swingline Participation minus its (or its Affiliate’s) Dollar Swingline Proportion of the Dollar Swingline Unpaid Amount. 

 

	 	(e)	 If the amount actually received by the Agent from the Lenders is insufficient to pay the full amount of the
Dollar Swingline Shortfall of all Dollar Swingline Lenders then the amount actually received will be distributed amongst the Dollar Swingline Lenders pro rata to the Dollar Swingline Shortfall of each Dollar Swingline Lender. 



 

	 	(f)	 


  

	 	(i)	 Upon a payment under this paragraph, the paying Lender will be subrogated to the rights of the Dollar Swingline
Lenders which have shared in the payment received. 


  

	 	(ii)	 If and to the extent the paying Lender is not able to rely on its rights under
sub-paragraph (i) above, the relevant Borrower shall be liable to the paying Lender for a debt equal to the amount the paying Lender has paid under this paragraph. 



 

	 	(iii)	 Any payment under this paragraph does not reduce the obligations in aggregate of any Obligor.



  

	10.2	 Voluntary Prepayment of Dollar Swingline Loans 



 

	 	(a)	 The Borrower to which a Dollar Swingline Loan has been made may prepay at any time the whole of that Dollar
Swingline Loan. 


  

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


  

	10.3	 Interest 


  

	 	(a)	 The rate of interest on each Dollar Swingline Loan for any day during its Interest Period is the higher of:



  

	 	(i)	 the prime commercial lending rate in dollars announced by the Agent at the Specified Time and in force on that
day; and 


  

	 	(ii)	 [***] per cent. per annum over the rate per annum determined by the Agent to be the Federal Funds Rate for that
day. 


  

	 	(b)	 The Agent shall promptly notify the Dollar Swingline Lenders and the relevant Borrower of the determination of
the rate of interest under paragraph (a) above. 



  
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	 	(c)	 If any day during an Interest Period is not a New York Business Day, the rate of interest on a Dollar Swingline
Loan on that day will be the rate applicable to the immediately preceding New York Business Day. 


  

	 	(d)	 Each Borrower shall pay accrued interest on each Dollar Swingline Loan made to it on the last day of its
Interest Period. 


  

	10.4	 Interest Period 



 

	 	(a)	 Each Dollar Swingline Loan has one Interest Period only. 



 

	 	(b)	 The Interest Period for a Dollar Swingline Loan must be selected in the relevant Utilisation Request.



  

	10.5	 Dollar Swingline Agent 



 

	 	(a)	 The Agent may perform its duties in respect of the Dollar Swingline Facility through an Affiliate acting as its
agent. 


  

	 	(b)	 Notwithstanding any other term of this Agreement and without limiting the liability of any Obligor under the
Finance Documents, each Lender shall (in proportion to its share of the Total Revolving Facility Commitments or, if the Total Revolving Facility Commitments are then zero, to its share of the Total Revolving Facility Commitments immediately prior to
their reduction to zero) pay to or indemnify the Agent, within three Business Days of demand, for or against any cost, loss or liability incurred by the Agent or its Affiliate (other than by reason of the Agent’s or the Affiliate’s gross
negligence or wilful misconduct) in acting as Agent for the Dollar Swingline Facility under the Finance Documents (unless the Agent or its Affiliate has been reimbursed by an Obligor pursuant to a Finance Document). 



 

	11.	 EURO SWINGLINE FACILITY 



 

	11.1	 General 


  

	 	(a)	 Clause 4.2 (Further conditions precedent) and 4.3 (Conditions relating to Optional Currencies);



  

	 	(b)	 Clause 5 (Utilisation - Loans); 



 

	 	(c)	 Clause 14 (Optional Currencies); 



 

	 	(d)	 Clause 19 (Interest) as it applies to the calculation of interest on a Loan but not default interest on
an overdue amount; 


  

	 	(e)	 Clause 20 (Interest Periods); and 



 

	 	(f)	 Clause 21 (Changes to the Calculation of Interest), 



do not apply to Euro Swingline Loans. 

  
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	11.2	 Definitions 



Any references in this Agreement to: 
  

	 	(a)	 an “Interest Period” includes each period determined under this Agreement by reference to
which interest on a Euro Swingline Loan is calculated; and 


  

	 	(b)	 a “Lender” includes a Euro Swingline Lender unless the context otherwise requires.



  

	11.3	 Euro Swingline Facility 



Subject to the terms of this Agreement, the Euro Swingline Lenders make available to the Borrowers a euro swingline loan facility in an
aggregate amount equal to the Total Euro Swingline Commitments. 
  

	11.4	 Purpose 



Each Borrower shall apply all amounts borrowed by it under the Euro Swingline Facility towards refinancing any note or other instrument
maturing under a euro commercial paper programme of a member of the Group. A Euro Swingline Loan may not be borrowed to refinance (in whole or in part) a maturing Euro Swingline Loan and/or Dollar Swingline Loan. 

 

	12.	 UTILISATION—EURO SWINGLINE LOANS 



 

	12.1	 Delivery of a Utilisation Request for Euro Swingline Loans 



 

	 	(a)	 A Borrower may utilise the Euro Swingline Facility by delivery to the Agent of a duly completed Utilisation
Request not later than the Specified Time. 


  

	 	(b)	 Each Utilisation Request for a Euro Swingline Loan must be sent to the Agent. 



 

	12.2	 Completion of a Utilisation Request for Euro Swingline Loans 



 

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


  

	 	(i)	 it identifies the Borrower; 



 

	 	(ii)	 it specifies that it is for a Euro Swingline Loan; 



 

	 	(iii)	 the proposed Utilisation Date is a Euro Swingline Business Day within the Availability Period applicable to the
Revolving Facility; 


  

	 	(iv)	 the Euro Swingline Loan is denominated in euro; 



 

	 	(v)	 the amount of the proposed Euro Swingline Loan is an amount whose Base Currency Amount is not more than the
Available Euro Swingline Facility and is a minimum of €25,000,000 or, if less, the Available Euro Swingline Facility; and 



  
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	 	(vi)	 the proposed Interest Period: 



 

	 	(A)	 does not overrun the Final Termination Date; 



 

	 	(B)	 is a period of not more than five Business Days; and 



 

	 	(C)	 ends on a Business Day. 



 

	 	(b)	 Only one Euro Swingline Loan may be requested in each Utilisation Request. 



 

	12.3	 Euro Swingline Lenders’ participation 



 

	 	(a)	 If the conditions set out in this Agreement have been met, each Euro Swingline Lender shall make its
participation in each Euro Swingline Loan available through its Facility Office. 


  

	 	(b)	 The Euro Swingline Lenders will only be obliged to comply with paragraph (a) above if on the date of the
Utilisation Request and on the proposed Utilisation Date: 


  

	 	(i)	 no Default is continuing or would result from the proposed Utilisation; and 



 

	 	(ii)	 the Repeating Representations to be made by each Obligor are true in all material respects.



  

	 	(c)	 The amount of each Euro Swingline Lender’s participation in each Euro Swingline Loan will be equal to the
proportion borne by its Available Euro Swingline Commitment to the Available Euro Swingline Facility immediately prior to making the Euro Swingline Loan, adjusted to take account of any limit applying under Clause 12.4 (Relationship with the
Revolving Facility). 


  

	 	(d)	 The Agent shall determine the Base Currency Amount of each Euro Swingline Loan and notify each Euro Swingline
Lender of the amount of each Euro Swingline Loan and its participation in that Euro Swingline Loan in each case by the Specified Time. 


  

	12.4	 Relationship with the Revolving Facility 



 

	 	(a)	 This paragraph applies when a Euro Swingline Loan is outstanding or is to be borrowed. 



 

	 	(b)	 The Revolving Facility may be used by way of Euro Swingline Loans. The Euro Swingline Facility is not
independent of the Revolving Facility. 


  

	 	(c)	 Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Revolving
Facility Loan or a Euro Swingline Loan to the extent that it would not result in the Base Currency Amount of its participation (and that of a Lender which is its Affiliate) in the Revolving Facility Loans, Dollar Swingline Loans and Euro Swingline
Loans exceeding its Overall Commitment. 



  
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	 	(d)	 Where, but for the operation of paragraph (c) above, the Base Currency Amount of a Lender’s
participation (and that of a Lender which is its Affiliate) in the Revolving Facility Loans, Dollar Swingline Loans and Euro Swingline Loans would have exceeded its Overall Commitment, the excess will be (to the extent possible without causing a
similar excess for other Lenders) apportioned among the other Lenders participating in the relevant Loan pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until the Loan is apportioned among the
relevant Lenders in a manner consistent with paragraph (c) above. 


  

	12.5	 Conditions of Assignment or transfer 



Notwithstanding any other term of this Agreement, each Lender which has (or an Affiliate which has) a Euro Swingline Commitment shall ensure
that at all times its Overall Commitment is not less than: 
  

	 	(a)	 its Euro Swingline Commitment or, 



 

	 	(b)	 if it does not have a Euro Swingline Commitment, the Euro Swingline Commitment of a Lender which is its
Affiliate. 


  

	13.	 EURO SWINGLINE LOANS 



 

	13.1	 Repayment of Euro Swingline Loans 



 

	 	(a)	 Each Borrower that has drawn a Euro Swingline Loan shall repay that Euro Swingline Loan on the last day of its
Interest Period. 


  

	 	(b)	 If a Euro Swingline Loan is not repaid in full on its due date, the Agent shall (if requested to do so in
writing by any affected Euro Swingline Lender) set a date (the “Euro Swingline Loss Sharing Date”) on which payments shall be made between the Lenders to re-distribute the unpaid amount
between them. The Agent shall give at least three Business Days’ notice to each affected Lender of the Euro Swingline Loss Sharing Date and notify it of the amounts to be paid or received by it. 



 

	 	(c)	 On the Euro Swingline Loss Sharing Date each Lender must pay to the Agent its Euro Swingline Proportion of the
Euro Swingline Unpaid Amount minus its (or its Affiliate’s) Unpaid Euro Swingline Participation (if any). If this produces a negative figure for a Lender no amount need be paid by that Lender. 



The “Euro Swingline Proportion” of a Lender means the proportion borne by: 

 

	 	(i)	 its Revolving Facility Commitment (or, if the Total Revolving Facility Commitments are then zero, its Revolving
Facility Commitment immediately prior to their reduction to zero) minus the Base Currency Amount of its participation (or that of a Lender which is its Affiliate) in any outstanding Revolving Facility Loans, Dollar Swingline Loans and Euro Swingline
Loans (but ignoring its (or its Affiliate’s) participation in the unpaid Euro Swingline Loan): to 



  
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	 	(ii)	 the Total Revolving Facility Commitments (or, if the Total Revolving Facility Commitments are then zero, the
Total Revolving Facility Commitments immediately prior to their reduction to zero) minus any outstanding Revolving Facility Loans, Dollar Swingline Loans and Euro Swingline Loans (but ignoring the unpaid Euro Swingline Loan). 



The “Euro Swingline Unpaid Amount” means, in relation to a Euro Swingline Loan, any principal not repaid and/or any interest
accrued but unpaid on that Euro Swingline Loan calculated from the Utilisation Date to the Euro Swingline Loss Sharing Date. 
 The
“Unpaid Euro Swingline Participation” of a Lender means that part of the Euro Swingline Unpaid Amount (if any) owed to that Lender (or its Affiliate) (before any re-distribution under this
Clause 13.1 (Repayment of Euro Swingline Loans)). 
  

	 	(d)	 Out of the funds received by the Agent pursuant to paragraph (c) above the Agent shall pay to each Euro
Swingline Lender an amount equal to the Euro Swingline Shortfall (if any) of that Euro Swingline Lender where: 


 The
“Euro Swingline Shortfall” of a Euro Swingline Lender is an amount equal to its Unpaid Euro Swingline Participation minus its (or its Affiliate’s) Euro Swingline Proportion of the Euro Swingline Unpaid Amount. 

 

	 	(e)	 If the amount actually received by the Agent from the Lenders is insufficient to pay the full amount of the
Euro Swingline Shortfall of all Euro Swingline Lenders then the amount actually received will be distributed amongst the Euro Swingline Lenders pro rata to the Euro Swingline Shortfall of each Euro Swingline Lender. 



 

	 	(f)	 


  

	 	(i)	 Upon a payment under this paragraph, the paying Lender will be subrogated to the rights of the Euro Swingline
Lenders which have shared in the payment received. 


  

	 	(ii)	 If and to the extent the paying Lender is not able to rely on its rights under
sub-paragraph (i) above, the relevant Borrower shall be liable to the paying Lender for a debt equal to the amount the paying Lender has paid under this paragraph. 



 

	 	(iii)	 Any payment under this paragraph does not reduce the obligations in aggregate of any Obligor.



  

	13.2	 Voluntary Prepayment of Euro Swingline Loans 



 

	 	(a)	 The Borrower to which a Euro Swingline Loan has been made may prepay at any time the whole of that Euro
Swingline Loan. 


  

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



  
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	13.3	 Interest on Euro Swingline Loans 



 

	 	(a)	 The rate of interest on each Euro Swingline Loan for any day during its Interest Period is the percentage rate
per annum which is the aggregate of: 


  

	 	(i)	 the Margin (as applicable to a Revolving Facility Utilisation); and 



 

	 	(ii)	 Enhanced €STR. 


  


	 	(b)	 The Agent shall promptly notify the Euro Swingline Lenders and the relevant Borrower of the determination of
the rate of interest under paragraph (a) above. 


  

	 	(c)	 The Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Euro Swingline Loan.



  

	 	(d)	 If any day during an Interest Period is not a Business Day, the rate of interest on a Euro Swingline Loan on
that day will be the rate applicable to the immediately preceding Business Day. 


  

	 	(e)	 Each Borrower shall pay accrued interest on each Euro Swingline Loan made to it on the day which falls three
Euro Swingline Business Days after the last day of its Interest Period. 


  

	13.4	 Unavailability of Screen Rate – Euro Swingline Facility 



 

	 	(a)	 If no Screen Rate is available for €STR for any day the applicable €STR for that day shall be the
most recent applicable Screen Rate which is as of a day which is no more than one day before that day. 


  

	 	(b)	 If paragraph (a) above applies and there is no applicable Screen Rate which is as of a day which is no
more than one day before that day the applicable €STR for that day shall be the Reference Bank Rate for that day. 


  

	 	(c)	 If paragraph (b) above applies but no Reference Bank Rate is available for that day there shall be no
Enhanced €STR for that day and Clause 13.6 (Cost of funds – Euro Swingline Facility) shall apply. 


  

	13.5	 Calculation of Reference Bank Rate – Euro Swingline Facility 



 

	 	(a)	 Subject to paragraph (b) below, if €STR is to be determined on the basis of a Reference Bank Rate for
a day but a Reference Bank does not supply a quotation by 11.30 a.m. (Brussels time) on the Euro Swingline Business Day which immediately follows that day, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining
Reference Banks. 


  

	 	(b)	 If at or about noon on the Euro Swingline Business Day which immediately follows that day none or only one of
the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for that day. 



  
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	13.6	 Cost of funds – Euro Swingline Facility 



 

	 	(a)	 If this Clause 13.6 applies, the rate of interest on the relevant Euro Swingline Loan for the relevant day
shall be the percentage rate per annum which is the sum of: 


  

	 	(i)	 the Margin (as applicable to a Revolving Facility Utilisation); and 



 

	 	(ii)	 the weighted average of the rates notified to the Agent by each Euro Swingline Lender as soon as practicable,
and in any event before interest is due to be paid in respect of that Euro Swingline Loan, to be that which expresses as a percentage rate per annum the cost to the relevant Euro Swingline Lender of funding its participation in that Euro Swingline
Loan for that day from whatever source it may reasonably select. 


  

	 	(b)	 If this Clause 13.6 applies but any Euro Swingline Lender does not supply a quotation by the time specified in
paragraph (a) above the rate of interest shall be calculated on the basis of the quotations of the remaining Euro Swingline Lenders. For the avoidance of doubt (but without prejudice to the rest of this Clause 13.6), no Lender will be under an
obligation to supply a quotation. 


  

	13.7	 Interest Period 



 

	 	(a)	 Each Euro Swingline Loan has one Interest Period only. 



 

	 	(b)	 The Interest Period for a Euro Swingline Loan must be selected in the relevant Utilisation Request.



  

	13.8	 Euro Swingline Agent 



 

	 	(a)	 The Agent may perform its duties in respect of the Euro Swingline Facility through an Affiliate acting as its
agent. 


  

	 	(b)	 Notwithstanding any other term of this Agreement and without limiting the liability of any Obligor under the
Finance Documents, each Lender shall (in proportion to its share of the Total Revolving Facility Commitments or, if the Total Revolving Facility Commitments are then zero, to its share of the Total Revolving Facility Commitments immediately prior to
their reduction to zero) pay to or indemnify the Agent, within three Business Days of demand, for or against any cost, loss or liability incurred by the Agent or its Affiliate (other than by reason of the Agent’s or the Affiliate’s gross
negligence or wilful misconduct) in acting as Agent for the Euro Swingline Facility under the Finance Documents (unless the Agent or its Affiliate has been reimbursed by an Obligor pursuant to a Finance Document). 



 

	13.9	 Rights of contribution 



No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this
Clause 13. 

  
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	14.	 OPTIONAL CURRENCIES 



 

	14.1	 Selection of currency 



The Relevant Borrower (or the Company on its behalf) shall select the currency of a Revolving Facility Utilisation in a Utilisation Request.

  

	14.2	 Unavailability of a currency 



If before the Specified Time: 
  

	 	(a)	 a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount
required; or 


  

	 	(b)	 a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed
Optional Currency would contravene a law or regulation applicable to it, 


 the Agent will give notice to the Relevant
Borrower to that effect by the Specified Time. In this event, any Lender that gives notice pursuant to this Clause 14.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the
Base Currency Amount, or in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in
the Base Currency during that Interest Period. 
  

	14.3	 Agent’s calculations 



Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’
participation). 
  

	15.	 REPAYMENT 


  

	 	(a)	 Subject to paragraph (c) below, the Relevant Borrower which has drawn a Revolving Facility Loan shall
repay that Loan on the last day of its Interest Period. 


  

	 	(b)	 Without prejudice to the Relevant Borrower’s obligation under paragraph (a) above, if one or more
Revolving Facility Loans are to be made available to a Borrower: 


  

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



  

	 	(ii)	 in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of
Clause 14.2 (Unavailability of a currency)); and 


  

	 	(iii)	 in whole or in part for the purpose of refinancing the maturing Revolving Facility Loan, 




  
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 the Agent will apply the new Revolving Facility Loans in or towards repayment of the
maturing Revolving Facility Loan so that: 
  

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


  

	 	(1)	 the Relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that
excess; and 


  

	 	(2)	 each Lender’s participation (if any) in the new Revolving Facility Loans shall be treated as having been
made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Revolving Facility Loan and that Lender will not be required to make its participation in the new Revolving Facility
Loans available in cash; and 


  

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


  

	 	(1)	 the Relevant Borrower will not be required to make any payment in cash; and 



 

	 	(2)	 each Lender will be required to make its participation in the new Revolving Facility Loans available in cash
only to the extent that its participation (if any) in the new Revolving Facility Loans exceeds that Lender’s participation (if any) in the maturing Revolving Facility Loan and the remainder of that Lender’s participation in the new
Revolving 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 Revolving Facility Loan. 



 

	 	(c)	 At any time a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that
Lender in the Revolving Facility Loans then outstanding will be automatically extended to the Final Termination Date and will be treated as separate Loans (the “Separate Loans”), denominated in the currency in which the relevant
participations are outstanding. 


  

	 	(d)	 A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving three Business Days’
prior written notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt. 



 

	 	(e)	 Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by
the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan. 



  
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	 	(f)	 The terms of this Agreement relating to Revolving Facility Loans generally shall continue to apply to Separate
Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan. 



 

	16.	 ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION 



 

	16.1	 Illegality 



If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or
to fund, issue or maintain its participation in any Utilisation: 
  

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



 

	 	(b)	 upon the Agent notifying the Company of such notice, that Lender shall be immediately released from its
obligations to participate in any Utilisations; and 


  

	 	(c)	 by written notice to the Agent, that Lender may: 



 

	 	(i)	 cancel its Commitment, and such Commitment shall be immediately cancelled upon the Agent notifying the Company
of such notice; and/or 


  

	 	(ii)	 require prepayment of its participation in the Utilisations, and 



the Relevant Borrower shall repay that Lender’s participation in the Utilisations made to that Borrower on the last day of the Interest
Period for each Utilisation occurring after the Agent has notified the Company 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). 
  

	16.2	 Illegality in relation to Issuing Bank 



If it becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter of Credit, then: 

 

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



 

	 	(b)	 upon the Agent notifying the Company, the Issuing Bank shall not be obliged to issue any Letter of Credit; and



  

	 	(c)	 the Company shall procure that the Relevant Borrower shall use all reasonable endeavours to procure the release
of each Letter of Credit issued by that Issuing Bank and outstanding at such time. 



  
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	16.3	 Voluntary cancellation 



 

	 	(a)	 The Relevant Borrower may, if it gives the Agent not less than three Business Days (or such shorter period as
the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000) of an Available Facility. Any cancellation under this Clause 16.3 shall reduce the Commitments of the Lenders rateably under that
Facility. 


  

	 	(b)	 Without prejudice to Clauses 9.5 (Conditions of Assignment or transfer) and 12.5 (Conditions of
Assignment or transfer) but otherwise notwithstanding any other provision of this Agreement, if the Revolving Facility Commitment of a Lender which has (or has an Affiliate which has) a Dollar Swingline Commitment or Euro Swingline Commitment
(such Lender, a “Swingline Lender”) would otherwise be reduced to an amount which is exceeded by the aggregate of that Swingline Lender’s Dollar Swingline Commitment and Euro Swingline Commitment, there will be an automatic
cancellation of that Swingline Lender’s Dollar Swingline Commitment and/or Euro Swingline Commitment to the extent required to reduce that excess to zero. For these purposes (i) the Euro Swingline Commitment of a Swingline Lender shall be
notionally converted into the Base Currency on the date of the relevant reduction of Revolving Facility Commitments at the Agent’s Spot Rate of Exchange on that date and (ii) if a reduction of a Swingline Lender’s Dollar Swingline
Commitments and Euro Swingline Commitments is required as a result of the operation of this paragraph (b), such reduction shall be applied pro rata to the respective amounts of the Dollar Swingline Commitments and Euro Swingline Commitments of the
relevant Swingline Lender (notionally converting into the Base Currency any Euro Swingline Commitments in accordance with sub-paragraph (i) above). 



 

	16.4	 Voluntary prepayment of Revolving Facility Utilisations 



 

	 	(a)	 A Borrower to which a Revolving Facility Utilisation has been made may, if it or the Company gives the Agent
not less than three Business Days (or such shorter period as the Majority Lenders may agree) prior notice prepay the whole or any part of a Term Rate Loan or a Letter of Credit (but if in part, being an amount that reduces the Base Currency Amount
of the Revolving Facility Utilisation by a minimum amount of US$25,000,000). 


  

	 	(b)	 On no more than three occasions (in total in respect of all Borrowers) in each financial year, a Borrower to
which a Compounded Rate Loan has been made may, if it or the Company gives the Agent not less than six RFR Banking Days (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Compounded Rate Loan
(but if in part, being an amount that reduces the Base Currency Amount of the Revolving Facility Utilisation by a minimum amount of US$25,000,000). 



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



  

	 	(a)	 If 


  

	 	(i)	 any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 23.2
(Tax gross-up); 


  

	 	(ii)	 any Lender or Issuing Bank claims indemnification from the Company or an Obligor under Clause 23.3 (Tax
indemnity) or Clause 24.1 (Increased costs); or 


  

	 	(iii)	 any Lender gives notice to the Agent under Clause 21.3 (Market disruption), 



the Relevant Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the
Agent notice: 
  

	 	(A)	 (if such circumstances relate to a Lender) of cancellation of the Commitment(s) of that Lender and of any
Affiliate of that Lender which is a Dollar Swingline Lender or a Euro Swingline Lender and its intention to procure the repayment of that Lender’s and any such Affiliate’s participation in the Utilisations or of its intention to replace
that Lender (together with any Affiliate of that Lender) in accordance with Clause 44.4 (Replacement of Lender); or 


  

	 	(B)	 (if such circumstances 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. 


  

	 	(b)	 On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Available
Commitment in relation to the Revolving Facility of that Lender and the Available Euro Swingline Commitment and the Available Dollar Swingline Commitment of any such Affiliate shall be immediately reduced to zero. 



 

	 	(c)	 On the last day of each Interest Period which ends after the Company has given notice under paragraph
(a) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), the Relevant Borrower to which a Utilisation is outstanding shall repay that Lender’s participation in that Utilisation and that
Lender’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid. 


  

	16.6	 Right of cancellation in relation to a Defaulting Lender 



 

	 	(a)	 If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a
Defaulting Lender, give the Agent notice of cancellation of each Available Commitment of that Lender. 



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


  

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


  

	16.7	 Application of prepayments 



Any prepayment of a Loan pursuant to Clause 16.4 (Voluntary prepayment of Revolving Facility Utilisations) shall be applied pro rata to
each Lender’s participation in that Loan. 
  

	17.	 MANDATORY PREPAYMENT 



Upon: 
  

	 	(a)	 the occurrence of a Change of Control; or 



 

	 	(b)	 a Sale: 


  

	 	(i)	 the Company shall notify the Agent upon becoming aware of such Change of Control or Sale;



  

	 	(ii)	 after such notice, a Lender shall not be obliged to fund any Utilisation (other than a Rollover Loan);



  

	 	(iii)	 any Lender may, by not less than thirty (30) days’ written notice to the Agent, cancel its Available
Commitment and require repayment of its participation in the Utilisations, together with accrued interest thereon and all other amounts owed to it under the Finance Documents; and 



 

	 	(iv)	 the Company shall procure that the Relevant Borrower repay any Lender which delivers a notice to the Agent
pursuant to paragraph (iii) above on the date falling thirty (30) days after receipt by the Agent of such notice, 



provided that paragraphs (ii), (iii) and (iv) above shall only become effective with respect to a Change of Control, if the
Shareholders’ Approval has been obtained and an extract of the resolution containing the Shareholders’ Approval has been duly filed with the clerk of the relevant enterprise court in accordance with article 7:151 of the Belgian Companies
and Associations Code. 
  

	18.	 RESTRICTIONS 


  


	18.1	 Notices of Cancellation or Prepayment 



Any notice of cancellation or prepayment given by any Party under Clause 16 (Illegality, Voluntary Prepayment and Cancellation)
shall (subject to the terms thereof) be irrevocable and, unless a contrary indication appears in this Agreement, any such notice 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. 

  
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	18.2	 Interest and other amounts 



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. 
  

	18.3	 Reborrowing of Revolving Facility 



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

	18.4	 Prepayment in accordance with Agreement 



No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in
the manner expressly provided for in this Agreement. 
  

	18.5	 No reinstatement of Commitments 



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

  

	18.6	 Agent’s receipt of Notices 



If the Agent receives a notice under Clause 16 (Illegality, Voluntary Prepayment and Cancellation), it shall promptly forward a
copy of that notice or election to either the Company or the affected Lender, as appropriate. 
  

	19A.	 RATE SWITCH 


  

	19A.1	 Switch to Compounded Reference Rate 



Subject to Clause 19A.2 (Delayed switch for existing Term Rate Loans), on and from the Rate Switch Date for a Rate Switch Currency: 

 

	 	(a)	 use of the Compounded Reference Rate will replace the use of the applicable Term Reference Rate for the
calculation of interest for Revolving Facility Loans in that Rate Switch Currency; and 


  

	 	(b)	 any Revolving Facility Loan or Unpaid Sum in that Rate Switch Currency shall be a “Compounded Rate
Loan” and Clause 19.2 (Calculation of interest – Compounded Rate Loans) shall apply to each such Revolving Facility Loan or Unpaid Sum. 


  

	19A.2	 Delayed switch for existing Term Rate Loans 



If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Loan in that currency: 

 

	 	(a)	 that Loan shall continue to be a Term Rate Loan for that Interest Period and Clause 19.1 (Calculation of
interest – Term Rate Loans) shall continue to apply to that Loan for that Interest Period; 



  
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	 	(b)	 any provision of this Agreement which is expressed to relate to a Compounded Rate Currency shall not apply in
relation to that Loan for that Interest Period; and 


  

	 	(c)	 on and from the first day of the next Interest Period (if any) for that Loan: 



 

	 	(i)	 that Loan shall be a “Compounded Rate Loan”; and 



 

	 	(ii)	 Clause 19.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan.



  

	19A.3	 Notifications by Agent 



 

	 	(a)	 Following the occurrence of a Rate Switch Trigger Event for a Rate Switch Currency, the Agent shall:



  

	 	(i)	 promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Company and the
Lenders of that occurrence; and 


  

	 	(ii)	 promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch
Trigger Event, notify the Company and the Lenders of that date. 


  

	 	(b)	 The Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch
Currency notify the Company and the Lenders of: 


  

	 	(i)	 that occurrence; and 



 

	 	(ii)	 the Credit Adjustment Spread for each Relevant Tenor and each Rate Switch Currency. 



 

	19.	 INTEREST 


  

	19.1	 Calculation of interest – Term Rate Loans 



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

  

	 	(a)	 Margin; and 


  

	 	(b)	 Term Reference Rate. 



 

	19.2	 Calculation of interest – Compounded Rate Loans 



 

	 	(a)	 The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate
per annum which is the aggregate of the applicable: 


  

	 	(i)	 Margin; and 


  

	 	(ii)	 Compounded Reference Rate for that day. 



  
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	 	(b)	 If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest
on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day. 


  

	19.3	 Margin 


  

	 	(a)	 Subject to Clause 19.4 (Calculation of Margin – Sustainability Discount and Sustainability Premium)
and paragraph (c) of Clause 31.12 (Shareholders’ Approval – the Company), the Margin is: 


  

	 	(i)	 in relation to any Revolving Facility Utilisation, the rate determined in accordance with the margin grid set
out below, as calculated by reference to the Company’s Credit Rating, as assessed by S&P and by Moody’s. Accordingly, the rate applicable as of the 2021 Amendment and Restatement Date, based on the Company’s Credit Rating at such
date, is [***] per cent. per annum; 


  

	 	(ii)	 in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above; and



  

	 	(iii)	 in relation to any other Unpaid Sum, the highest rate specified below: 



 

			
	Credit Rating (S&P/Moody’s)	  	Margin
(% p.a.)
		
	Higher than or equal to A+/A1	  	[***]
		
	A/A2	  	[***]
		
	A-/A3	  	[***]
		
	BBB+/Baa1	  	[***]
		
	BBB/Baa2	  	[***]
		
	BBB-/Baa3	  	[***]
		
	Lower than BBB-/Baa3	  	[***]

 and provided that: 
  

	 	(i)	 in the event of a split Credit Rating, the average of the two corresponding Margins shall apply; and



  

	 	(ii)	 any change in the Margin for a Revolving Facility Utilisation pursuant to the grid above shall take effect on
the first day of the next Interest Period for that Utilisation which starts following the date on which the relevant Credit Rating changed. 



  
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	19.4	 Calculation of Margin – Sustainability Discount and Sustainability Premium 



 

	 	(a)	 The Margin shall be determined in accordance with Clause 19.3 (Margin) above (the “Base
Margin”) and shall be subject to variation after the date of delivery of the first Sustainability Compliance Certificate, by reference to the most recently delivered Sustainability Compliance Certificate, as follows: 



 

	 	(i)	 if four of the Sustainability Performance Targets are met, the Base Margin shall be reduced by [***] per cent.
(“[***]% Sustainability Discount”); 


  

	 	(ii)	 if three of the Sustainability Performance Targets are met, the Base Margin shall be reduced by [***] per cent.
(“[***]% Sustainability Discount”); 


  

	 	(iii)	 if two of the Sustainability Performance Targets are met, the Base Margin shall be reduced by [***] per cent.
(“[***]% Sustainability Discount”); 


  

	 	(iv)	 if only one Sustainability Performance Target is met, the Base Margin shall apply and there shall be no
Sustainability Discount or Sustainability Premium; and 


  

	 	(v)	 if none of the Sustainability Performance Targets are met, the Base Margin shall be increased by [***] per
cent. (the “Sustainability Premium”). 


  

	 	(b)	 In the event the Company breaches its obligation to deliver the Sustainability Compliance Certificate or the
Annual Report to the Agent in accordance with Clause 19.6 (Sustainability Compliance Certificate), any Sustainability Discount then in force shall cease to apply and the Base Margin shall be increased by the Sustainability Premium, in each
case with effect from the later of (a) the date falling 120 days after the end of the relevant financial year and (b) the date on which the Agent notifies the Company of such breach provided that: 



 

	 	(i)	 the Sustainability Premium imposed pursuant to this paragraph (b) shall cease to apply from the date on
which the Company provides to the Agent (at the expense of the Company) the relevant Sustainability Compliance Certificate in accordance with Clause 19.6 (Sustainability Compliance Certificate) confirming compliance with the Sustainability
Performance Targets; and 


  

	 	(ii)	 if by reference to such provided documents the Margin is subject to variation in accordance with paragraph
(a) above, such variation shall take effect on the date which is five Business Days after receipt by the Agent of the Sustainability Compliance Certificate. 



  
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	 	(c)	 If the representation set out in Clause 19.5 (Sustainability representation) is or proves to have been
incorrect or misleading when made (the “Misrepresentation”), the Company shall notify the Agent of such Misrepresentation promptly upon becoming aware of its occurrence and provide to the Agent as soon as reasonably practicable a
revised Sustainability Compliance Certificate for the same financial year as the initial Sustainability Compliance Certificate and otherwise in accordance with Clause 19.6 (Sustainability Compliance Certificate) or any other information
reasonably requested by the Agent (such request to contain sufficient detail to be capable of response) in each case (x) correcting any inaccuracies giving rise to the relevant Misrepresentation and (y) confirming whether or not the
Sustainability Performance Targets are met provided that if by reference to such provided documents or information: 


  

	 	(i)	 a higher Margin should have applied during a certain period, then the Relevant Borrower shall promptly pay to
the Agent any amounts necessary to put the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period; or 



 

	 	(ii)	 a lower Margin should have applied during a certain period, then the next payments of interest and/or fees
falling due shall be reduced to the extent necessary to put the Relevant Borrower in the position it would have been in had the appropriate rate of the Margin applied during such period. 



 

	 	(d)	 Any increase or decrease in the Base Margin in accordance with paragraph (a) above shall take effect on
the date which is five Business Days after receipt by the Agent of the Sustainability Compliance Certificate for the relevant financial year pursuant to Clause 19.6 (Sustainability Compliance Certificate). 



 

	 	(e)	 For the avoidance of doubt, any change to the KPIs and/or Sustainability Performance Targets in accordance with
Clause 19.7 (Changes to the Greenhouse Gas Protocol) shall not affect the calculation of the Margin for any historic Interest Period and there shall be no requirement for any party to repay or rebate any historic payment of Interest.



  

	19.5	 Sustainability representation 



 

	 	(a)	 Each Obligor represents that any calculations pertaining to the KPIs or the Sustainability Performance Targets
in the Annual Report or in any Sustainability Compliance Certificate have been arrived at after careful consideration and have been based on reasonable and appropriate calculation methods and assumptions. 



 

	 	(b)	 Any breach of representation or warranty with respect to any Sustainability Compliance Certificate or otherwise
under this Agreement in relation to any Sustainability Compliance Certificate, the Annual Report or any other document insofar that it relates to any information, reporting or calculation provided or made in relation to the KPIs or the
Sustainability Performance Targets, shall not constitute a Default or an Event of Default, but the Margin shall be subject to adjustment in accordance with the provisions of paragraph (c) of Clause 19.4 (Calculation of Margin –
Sustainability Discount and Sustainability Premium). 



  
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	19.6	 Sustainability Compliance Certificate 



 

	 	(a)	 The Company shall supply to the Agent with each Annual Report delivered pursuant to paragraph (a) of
Clause 30.1 (Financial statements) and commencing with the Annual Report in respect of the financial year of the Company ending 31 December 2021, a Sustainability Compliance Certificate setting out confirmations from the Company as to
compliance with the Sustainability Performance Targets as at the date as at which that Annual Report was drawn up. 


  

	 	(b)	 Each Annual Report delivered by the Company shall include, or be accompanied by, a limited assurance report
from the Sustainability Report Assurer. 


  

	 	(c)	 The information set out in any Sustainability Compliance Certificate shall be based on the information set out
in the Annual Report for the relevant financial year. 


  

	 	(d)	 For the avoidance of doubt, the Company shall not have any obligation to
re-calculate any information set out in any historic Sustainability Compliance Certificate in the event of any changes to the sustainability-linked terms of this Agreement in accordance with Clause 19.7
(Changes to the Greenhouse Gas Protocol). 


  

	 	(e)	 Each Sustainability Compliance Certificate shall be signed by two authorised signatories of the Company.



  

	 	(f)	 No Default or Event of Default shall occur solely by reason of a failure to comply with this Clause 19.6 or by
reason of a failure to meet one or more of the Sustainability Performance Targets. 


  

	19.7	 Changes to the Greenhouse Gas Protocol 



 

	 	(a)	 If the Company or the Majority Lenders (each acting reasonably) determines that: 



 

	 	(i)	 there have been any substantive changes to the methodology or standards set out in the Greenhouse Gas Protocol
or the application of the same by the Company due to internal policies or wider industry standards; or 


  

	 	(ii)	 any change has been made to the Greenhouse Gas Protocol or the application of the same by the Company due to
internal policies or wider industry standards that has any substantive effect on: 


  

	 	(A)	 GHG Emissions KPI; 


  

	 	(B)	 the calculation of the GHG Emissions Target in the Company’s Annual Report for the Baseline Year; or




  
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	 	(C)	 the calculation of the GHG Emissions Target by the Company in any financial year after the 2021 Amendment and
Restatement Date, 


 (the “GHG Protocol Amendments”), the Parties agree that they shall promptly and in
good faith enter into discussions for a period of 90 days in order to agree any changes required to the GHG Emissions KPI and the GHG Emissions Target so that the GHG Emission Target is comparable (including, but not limited to, the calculation and
level of such target) to that existing as at the 2021 Amendment and Restatement Date. 
  

	 	(b)	 If within the 90 day period referenced in paragraph (a) above, the Company and the Majority Lenders agree
changes to the GHG Emissions KPI and/or the GHG Emissions Target, such changes shall be binding on all Parties. 


  

	 	(c)	 If by the end of the 90 day period referenced in paragraph (a) above, no agreement has been reached
regarding the changes required to the GHG Emissions KPI and the GHG Emissions Target: 


  

	 	(i)	 the GHG Emissions Target shall cease to apply for the purpose of Clause 19.4 (Calculation of Margin –
Sustainability Discount and Sustainability Premium); and 


  

	 	(ii)	 the Sustainability Premium will be [***] per cent. 



 

	19.8	 Payment of interest 



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

	19.9	 Default interest 



 

	 	(a)	 If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall
accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. 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 19.9 shall be immediately payable by the Obligor on demand by the Agent. 


  

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


  

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



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


  

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


  

	19.10	 Notifications 



 

	 	(a)	 The Agent shall promptly notify the relevant Lenders and the Relevant Borrower of the determination of a rate
of interest relating to a Term Rate Loan. 


  

	 	(b)	 The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:



  

	 	(i)	 the Relevant Borrower of that Compounded Rate Interest Payment; 



 

	 	(ii)	 each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that
Lender’s participation in the relevant Compounded Rate Loan; and 


  

	 	(iii)	 the relevant Lenders and the Relevant Borrower of each applicable rate of interest relating to the
determination of that Compounded Rate Interest Payment. 


  

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



  

	 	(d)	 This Clause 19.10 shall not require the Agent to make any notification to any Party on a day which is not a
Business Day. 


  

	20.	 INTEREST PERIODS 



 

	20.1	 Selection of Interest Periods and Terms 



 

	 	(a)	 The Relevant Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the
Utilisation Request for that Loan. 


  

	 	(b)	 Subject to this Clause 20, a Borrower (or the Company) may select an Interest Period of one week, one Month,
two, three or six Months or any other period agreed between the Company and the Agent (acting on the instructions of all the Lenders). 


  

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



 

	 	(d)	 A Revolving Facility Loan has one Interest Period only. 



 

	 	(e)	 No Interest Period for a Compounded Rate Loan shall be longer than six Months unless the Company and the Agent
(acting on the instructions of all of the Lenders) agree otherwise. 



  
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	20.2	 Non-Business Days 



 

	 	(a)	 Other than where paragraph (b) below applies, if an Interest Period would otherwise end on a day which is
not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). 



 

	 	(b)	 If the Loan or Unpaid Sum is a Compounded Rate Loan and there are rules specified as “Business Day
Conventions” for the currency of that Loan or Unpaid Sum in the applicable Compounded Rate Terms, those rules shall apply to each Interest Period for that Loan or Unpaid Sum. 



 

	21.	 CHANGES TO THE CALCULATION OF INTEREST 



 

	21.1	 Unavailability of Screen Rate prior to Rate Switch Date 



 

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



 

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



  

	 	(i)	 the currency of a Term Rate Loan; or 



 

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



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

 

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



  

	 	(i)	 the currency of that Term Rate Loan; or 



 

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



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

 

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




  
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	 	(e)	 Reference Bank Rate: If paragraph (d) above applies but it is not possible to calculate the
Interpolated Historic Screen Rate, the Interest Period of that Term Rate Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable LIBOR or EURIBOR shall be the Reference Bank Rate as
of the Specified Time for the currency of that Term Rate Loan and for a period equal in length to the Interest Period of that Term Rate Loan. 


  

	 	(f)	 Cost of funds: If paragraph (e) above applies but no Reference Bank Rate is available for the
relevant currency or Interest Period there shall be no LIBOR or EURIBOR for that Term Rate Loan and Clause 21.4 (Cost of funds) shall apply to that Term Rate Loan for that Interest Period. 



 

	21.2	 Calculation of Reference Bank Rate 



 

	 	(a)	 Subject to paragraph (b) below, if LIBOR or 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 on the basis of the quotations of the remaining Reference Banks. 



 

	 	(b)	 If at or about noon 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. 


  

	21.3	 Market disruption 



 

	 	(a)	 In the case of a Term Rate Loan, if before close of business in London on the Quotation Day for the relevant
Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that its cost of funds relating to its participation in that Term Rate Loan would be in excess of LIBOR
or, if applicable, EURIBOR then Clause 21.4 (Cost of funds) shall apply to that Term Rate Loan for the relevant Interest Period. 


  

	21.4	 Cost of funds 



 

	 	(a)	 If this Clause 21.4 applies to a Term Rate Loan for an Interest Period, Clause 19.1 (Calculation of interest
– Term Rate Loans) shall not apply to that Term Rate Loan for that Interest Period and, 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:



  

	 	(i)	 the Margin; and 


  

	 	(ii)	 the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event
within 3 Business Days of the first day of that Interest Period (or, if earlier, on the date falling ten Business Days 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 its cost of funds relating to its participation in that Loan. 



  
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	 	(b)	 If this Clause 21.4 applies and the Agent or the Company so requires, the Agent and the Company shall enter
into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest. 


  

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


  

	 	(d)	 If this Clause 21.4 applies 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. For the avoidance of doubt (but without prejudice to the rest of this Clause 21.4), no Lender will be under an obligation to supply a
quotation. 


  

	 	(e)	 If this Clause 21.4 applies the Agent shall, as soon as is practicable, notify the Company.



  

	21.5	 Break Costs 


  

	 	(a)	 The Relevant 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 Term Rate Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Term Rate Loan or Unpaid Sum. 



 

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


  

	22.	 FEES 


  

	22.1	 Commitment fee 



The Company or ABIWW shall pay to the Agent (for the account of each Lender) a fee in the Base Currency in respect of each Lender’s
Available Commitment under the Revolving Facility from (and excluding) the 2021 Amendment and Restatement Date until the end of the relevant Availability Period, computed at the rate of [***] per cent. of the applicable Margin from time to time on
the Revolving Facility, payable quarterly in arrear during the relevant Availability Period, on the last day of the relevant Availability Period and on the cancelled amount of the Revolving Facility at the time a full cancellation is effective. 

 

	22.2	 Utilisation fee 



 

	 	(a)	 In respect of each day for which, at any time, the amount of outstanding Revolving Facility Utilisations is
equal to or less than 331⁄3 per cent. of the Total Revolving Facility Commitments, the Borrower shall pay to the Agent for the account of each Lender a
utilisation fee on such Lender’s portion of the Revolving Facility Utilisations calculated at the rate of [***] per cent. per annum and payable in arrear on the last day of each Interest Period under the Revolving Facility;




  
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	 	(b)	 In respect of each day for which, at any time, the amount of outstanding Revolving Facility Utilisations
exceeds 331⁄3 per cent. of and is equal to or less than 662⁄3 per
cent. of the Total Revolving Facility Commitments, the Borrower shall pay to the Agent for the account of each Lender a utilisation fee on such Lender’s portion of the Revolving Facility Utilisations calculated at the rate of [***] per cent.
per annum and payable in arrear on the last day of each Interest Period under the Revolving Facility; and 


  

	 	(c)	 In respect of each day for which, at any time, the amount of outstanding Revolving Facility Utilisations
exceeds 662⁄3 per cent. of the Total Revolving Facility Commitments, the Borrower shall pay to the Agent for the account of each Lender an additional
utilisation fee on such Lender’s portion of the Revolving Facility Utilisations calculated at the rate of [***] per cent. per annum and payable in arrear on the last day of each Interest Period under the Revolving Facility.



  

	22.3	 Arrangement fee 



The Company or ABIWW shall pay to the Arrangers an arrangement fee in the amount and at the times agreed in a Fee Letter. 

 

	22.4	 Agency fee 



The Company or ABIWW shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter. 

 

	22.5	 Fees payable in respect of Letters of Credit 



 

	 	(a)	 The Company or the Relevant Borrower shall pay to the Agent (for the account of each Lender with a L/C
Proportion in the relevant Letter of Credit) a Letter of Credit fee in the Base Currency (computed at the rate equal to the Margin applicable to a Revolving Facility Loan) on the outstanding amount of each Letter of Credit requested by it for the
period from the issue of that Letter of Credit until its Expiry Date. This fee shall be distributed according to each Lender’s L/C Proportion of that Letter of Credit. 



 

	 	(b)	 Each Relevant Borrower shall pay to the Issuing Bank a fronting fee at the rate of [***]% per annum on the
outstanding amount which is counter-indemnified by the other Lenders of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date. 



 

	 	(c)	 The accrued fronting fee and Letter of Credit fee on a Letter of Credit shall be payable on the last day of
each successive period of three Months (or such shorter period as shall end on the Expiry Date for that Letter of Credit) starting on the date of issue of that Letter of Credit. The accrued fronting fee and Letter of Credit fee is also payable on
the cancelled amount of any Lender’s Revolving Facility Commitment at the time the cancellation is effective if that Commitment is cancelled in full and the Letter of Credit is prepaid or repaid in full. 



  
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	23.	 TAX GROSS-UP AND INDEMNITIES 



 

	23.1	 Definitions 


  

	 	(a)	 In this Agreement: 



“Belgian Qualifying Lender” means a Lender which is beneficially entitled to receive any interest payment made in respect of
a Loan by a Belgian Obligor without a Tax Deduction due to being: 
  

	 	(i)	 a company resident in Belgium for tax purposes or acting through a Facility Office established in Belgium to
which the relevant Loan under a Finance Document is effectively connected 


  

	 	(ii)	 a credit institution within the meaning of article 105, 1°, a) of the Royal Decree implementing the Belgian
Income Tax Code, which is a company resident for tax purposes in Belgium or which is acting through a Facility Office established in Belgium; 


  

	 	(iii)	 a credit institution within the meaning of article 107, §2, 5, a), second dash of the Royal Decree
implementing the Belgian Income Tax Code which is acting through its head office and which is resident for tax purposes in a member state of the European Economic Area or in a country with which Belgium has entered into a double taxation agreement
that is in force (irrespective of whether such agreement provides an exemption from tax imposed by Belgium); 


  

	 	(iv)	 a credit institution within the meaning of article 107, §2, 5, a), second dash of the Royal Decree
implementing the Belgian Income Tax Code, that is acting through a Facility Office which is located in a member state of the European Economic Area or in a country with which Belgium has entered into a double taxation agreement that is in force
(irrespective of whether or not the double taxation agreement makes provision for exemption from tax imposed by Belgium); or 


  

	 	(v)	 a Belgian Treaty Lender. 



“Belgian Treaty Lender” means a Treaty Lender in respect of Belgium. 

“Luxembourg Qualifying Lender” means a Lender which is beneficially entitled to interest payable by a Luxembourg Obligor to
that Lender in respect of an advance under a Finance Document and satisfies all the conditions imposed by Luxembourg law in order for a payment of interest not to be subject to (or, as the case may be, to be exempt from) any Tax Deduction imposed by
Luxembourg. 
 “Luxembourg Treaty Lender” means a Treaty Lender in respect of Luxembourg. 

  
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 “Protected Party” means a Finance Party which is or will be subject to any
liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document. 

“Qualifying Lender” means a Lender beneficially entitled to interest payable to that Lender in respect of a Loan made under
the Finance Documents and which is: 
  

	 	(i)	 in respect of a Luxembourg Obligor, a Luxembourg Qualifying Lender; 



 

	 	(ii)	 in respect of a Belgian Obligor, a Belgian Qualifying Lender; 



 

	 	(iii)	 in respect of a Borrower tax resident in U.S., a US Qualifying Lender; or 



 

	 	(iv)	 a Treaty Lender. 



“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax. 

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than
a FATCA Deduction. 
 “Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under
Clause 23.2 (Tax gross-up) or a payment under Clause 23.3 (Tax indemnity). 

“Treaty Lender” means in respect of a jurisdiction, a Lender entitled under the provisions of a double taxation treaty to
receive payments of interest from an Obligor that is tax resident in such jurisdiction or that has a permanent establishment in such jurisdiction to which the advances under the Finance Documents are effectively connected without a Tax Deduction
(subject to the completion of any necessary procedural formalities). 
 “US Qualifying Lender” means a Lender which is:

  

	 	(i)	 a “United States person” within the meaning of Section 7701(a)(30) of the Code, provided such
Lender timely has delivered to the Agent for transmission to the Obligor making such payment two original copies of IRS Form W-9 (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its status as a “United States person”; or 


  

	 	(ii)	 a US Treaty Lender with respect to the United States of America, provided such Lender timely has delivered to
the Agent for transmission to the Obligor making such payment two original copies of IRS Form W-8BEN (or any successor form) or IRS Form
W-8BEN-E (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its
entitlement to receive such payments without any such deduction or withholding under the applicable double taxation treaty; or 



  
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	 	(iii)	 entitled to receive payments under the Finance Documents without deduction or withholding of any United States
federal income Taxes either as a result of such payments being effectively connected with the conduct by such Lender of a trade or business within the United States or under the portfolio interest exemption, provided such Lender timely has delivered
to the Agent for transmission to the Obligor making such payment two original copies of either (A) IRS Form W-8ECI (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying that the payments made pursuant to the Finance Documents are effectively connected with the conduct by that Lender of a trade or business within the United States or
(B) IRS Form W-8BEN (or any successor form) or IRS Form W-8BEN-E (or any successor form)either directly or under cover of
IRS Form W-8IMY (or any successor form) claiming exemption from withholding in respect of payments made pursuant to the Finance Documents under the portfolio interest exemption and a statement certifying that
such Lender is not a person described in Section 871(h)(3)(B) or Section 881(c)(3) of the Code or (C) such other applicable form prescribed by the IRS certifying as to such Lender’s entitlement to exemption from United States
withholding tax with respect to all payments to be made to such Lender under the Finance Documents. 


 For purposes of
paragraphs (i), (ii) and (iii) above, in the case of a Lender that is not treated as the beneficial owner of the payment (or a portion thereof) under Chapter 3 and related provisions (including Sections 871, 881, 3406, 6041, 6045 and 6049)
of the Code, the term “Lender” shall mean the person who is so treated as the beneficial owner of the payment (or portion thereof). 

“US Treaty Lender” means a Treaty Lender in respect of the United States. 

 

	 	(b)	 Unless a contrary indication appears, in this Clause 23 a reference to “determines” or
“determined” means a determination made in the absolute discretion of the person making the determination. 


  

	23.2	 Tax gross-up 



 

	 	(a)	 Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is
required by law. 


  

	 	(b)	 The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any
change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender or Issuing Bank shall notify the Agent on becoming so aware in respect of a payment payable to that Lender or Issuing Bank. If the Agent receives
such notification from a Lender or Issuing Bank it shall notify the Company and that Obligor. 


  

	 	(c)	 If a Tax Deduction is required by law to be made by an Obligor or the Agent, the amount of the payment due from
that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. 



  
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	 	(d)	 A Borrower is not required to make an increased payment to a Lender under paragraph (c) above for a Tax
Deduction in respect of tax imposed by Belgium, Luxembourg or the United States from a payment of interest on a Loan, if on the date on which the payment falls due: 



 

	 	(i)	 the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender,
but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or
Treaty, or any published practice or concession of any relevant taxing authority; or 


  

	 	(ii)	 the relevant Lender is a Qualifying Lender and the Obligor making the payment is able to demonstrate that the
payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below. 


  

	 	(e)	 If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment
required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. 


  

	 	(f)	 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax
Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate
payment paid to the relevant taxing authority. 


  

	 	(g)	 A Qualifying Lender and each Obligor which makes a payment to which that Qualifying Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation or to be allowed under the applicable law to make that payment without a Tax Deduction to make that payment
without a Tax Deduction. 


  

	23.3	 Tax indemnity 



 

	 	(a)	 The Company or ABIWW shall (within ten Business Days of demand by the Agent) pay to a Protected Party an amount
equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document or the transactions occurring under
such Finance Document. 


  

	 	(b)	 Paragraph (a) above shall not apply: 



 

	 	(i)	 with respect to any Tax assessed on a Finance Party: 



 

	 	(A)	 under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the
jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or 



  
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	 	(B)	 under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of
amounts received or receivable in that jurisdiction, 


 if that Tax is imposed on or calculated by reference to the net
income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or 
  

	 	(ii)	 to the extent a loss, liability or cost: 



 

	 	(A)	 is compensated for by an increased payment under Clause 23.2 (Tax
gross-up); 


  

	 	(B)	 would have been compensated for by an increased payment under Clause 23.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 23.2 (Tax gross-up) applied; or



  

	 	(C)	 relates to a FATCA Deduction required to be made by a Party. 



 

	 	(c)	 A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the
Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company. 


  

	 	(d)	 A Protected Party shall, on receiving a payment from an Obligor under this Clause 23.3, notify the Agent.



  

	23.4	 Tax Credit 



If an Obligor makes a Tax Payment and the relevant Finance Party determines that: 

 

	 	(a)	 a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax
Payment; and 


  

	 	(b)	 that Finance Party has obtained, utilised and retained that Tax Credit, 



the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor. 
  

	23.5	 Lender Status Confirmation 



 

	 	(a)	 Each person that is a Lender on the 2021 Amendment and Restatement Date confirms (for the benefit of the Agent
and without liability to any Obligor) that, on the 2021 Amendment and Restatement Date, its status is as set out next to its name in Part IV (The New Lenders) of Schedule 1 (The Parties) of the 2021 Amendment and Restatement Agreement.



  

	 	(b)	 Each Lender which becomes a Party to this Agreement after the 2021 Amendment and Restatement Date shall
indicate (for the benefit of the Agent and without liability to any Obligor), in the documentation which it executes on becoming a Party as a Lender which of the following categories it falls into: 



  
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	 	(i)	 in respect of a Belgian Obligor: 



 

	 	(A)	 a Belgian Qualifying Lender (other than a Belgian Treaty Lender); 



 

	 	(B)	 a Belgian Treaty Lender; or 



 

	 	(C)	 not a Belgian Qualifying Lender, 



 

	 	(ii)	 in respect of a Luxembourg Obligor: 



 

	 	(A)	 a Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender); 



 

	 	(B)	 a Luxembourg Treaty Lender; or 



 

	 	(C)	 not a Luxembourg Qualifying Lender, 



 

	 	(iii)	 in respect a Borrower tax resident in U.S: 



 

	 	(A)	 a US Qualifying Lender (other than a US Treaty Lender); 



 

	 	(B)	 a US Treaty Lender; or 



 

	 	(C)	 not a US Qualifying Lender. 



 

	 	(c)	 If such a Lender fails to indicate its status in accordance with paragraph (b) of this Clause 23.5, then
that Lender shall be treated for the purposes of this Agreement as if it is not a Qualifying Lender in respect of each Obligor until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall
inform the Company and the relevant Obligor). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party to this Agreement shall not be invalidated by any failure of a Lender to comply with this Clause 23.5.



  

	 	(d)	 Each Lender which indicates its status in accordance with paragraph (a) or (b) above shall notify the
relevant Obligor and the Agent in writing if it ceases to be a Qualifying Lender promptly after becoming aware of such a change. 


  

	 	(e)	 As at the 2021 Amendment and Restatement Date, each person that is a Lender on the 2021 Amendment and
Restatement Date represents that it is not incorporated, having its place of effective management, or acting through a Facility Office or office, as the case may be, located in a Non-Cooperative Jurisdiction.



  

	 	(f)	 Each Lender which becomes a Party to the Agreement after the 2021 Amendment and Restatement Date shall
indicate, in the documentation which it executes on becoming a Party as a Lender whether it is incorporated, having its place of effective management, or acting through a Facility Office or office, as the case may be, located in a Non-Cooperative Jurisdiction. 



  
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	 	(g)	 Each Lender (including, for the avoidance of doubt any New Lender) under a Facility made available to a Belgian
Obligor shall notify the Belgian Obligor: 


  

	 	(i)	 if the state or territory in which it is incorporated, resident or established or where its Facility Office is
established becomes a Non-Cooperative Jurisdiction; and 


  

	 	(ii)	 if the bank account(s) to which payments to which that Lender is entitled has (have) or will be made, are:



  

	 	(A)	 managed or held by a person or persons incorporated, resident or established in a Non-Cooperative Jurisdiction or by the permanent establishment of a non-resident of Belgium situated in a Non-Cooperative Jurisdiction;



  

	 	(B)	 managed by, or opened with: 



 

	 	(1)	 a financial institution incorporated, resident or established in a
Non-Cooperative jurisdiction; or 


  

	 	(2)	 a branch or office of a financial institution situated in a
Non-Cooperative Jurisdiction; 


 in each case at such time or during such period
or, as the case may be, in connection with such payments, as indicated by the Belgian Obligor in a request to make such notification. The Lender shall make such notification within 15 Business Days of demand of the Obligor. 

 

	 	(h)	 Upon request, each Lender (including, for the avoidance of doubt any New Lender) shall provide information
reasonably requested by a Belgian Obligor demonstrating that it cannot be considered as an artificial construction within the meaning of article 198, §1, 10° of the Belgian Income Tax Code 1992 if: 



 

	 	(i)	 the state or territory in which it is or becomes incorporated, resident or established or here its Facility
Office is or becomes established is a Non-Cooperative Jurisdiction; and 


  

	 	(ii)	 the bank account(s) to which payments to which that Lender is entitled has (have) or will be made, are:



  

	 	(A)	 managed or held by a person or persons incorporated, resident or established in a Non-Cooperative Jurisdiction or by the permanent establishment of a non-resident of Belgium situated in a Non-Cooperative Jurisdiction;



  

	 	(B)	 managed by, or opened with: 



 

	 	(1)	 a financial institution incorporated, resident or established in a
Non-Cooperative jurisdiction; 


  

	 	(2)	 a branch or office of a financial institution situated in a
Non-Cooperative Jurisdiction; 



  
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	 	(i)	 The Lender shall provide such information within 15 Business Days following the receipt of a demand of the
Obligor (which demand shall refer to this clause 23.5). Such demand can be made by the Belgian Obligor prior to each date on which an interest is payable under a Finance Document. 



 

	23.6	 Stamp taxes 



The Company or ABIWW shall pay and, within ten Business Days of demand, indemnify each Finance Party against any cost, loss or liability that
Finance Party incurs in relation to all stamp duty, registration, excise and other similar Taxes payable in respect of any Finance Document except for any such Tax payable in connection with the entry into a Transfer Certificate and, with respect to
Luxembourg registration duties (droits d’enregistrement), any Luxembourg tax payable due to a registration of a Finance Document when such registration is not required to maintain or preserve the rights of any Finance Party. 

 

	23.7	 Value added tax 



 

	 	(a)	 All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which
(in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any
Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide
an appropriate VAT invoice to such Party), or where applicable, directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by articles 44 and 196 of the European Directive 2006/112/EC (replacing European
Directive 77/388/EC) and any relevant tax provisions of the jurisdiction in which such Party receives such supply (in which case no amount equal to the amount of VAT will be due to the Finance Party). 



 

	 	(b)	 If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other
Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the
Supplier (rather than being required to reimburse the Recipient in respect of that consideration): 


  

	 	(i)	 (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant
Party shall also pay (as the case may be) to the Recipient or to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount
equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply; and 


  

	 	(ii)	 (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant
Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from
the relevant tax authority in respect of that VAT. 



  
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	 	(c)	 Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party
shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any
group of which is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT. 


  

	 	(d)	 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably
requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting
requirements in relation to such supply. 


  

	23.8	 FATCA Information 



 

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


  

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



 

	 	(A)	 a FATCA Exempt Party; or 



 

	 	(B)	 not a FATCA Exempt Party; and 



 

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


  

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


  

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


  

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


  

	 	(i)	 any law or regulation; 



 

	 	(ii)	 any fiduciary duty; or 



  
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	 	(iii)	 any duty of confidentiality. 



 

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



 

	 	(e)	 If a Borrower is a U.S. Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any
other applicable law or regulation require it, each Lender shall, within ten Business Days of: 


  

	 	(i)	 where the Original Borrower is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the date of
this Agreement; 


  

	 	(ii)	 where a Borrower is a U.S. Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that
date; 


  

	 	(iii)	 the date a new U.S. Tax Obligor accedes as a Borrower; or 



 

	 	(iv)	 where a Borrower is not a U.S. Tax Obligor, the date of a request from the Agent, 



supply to the Agent: 
  

	 	(A)	 a withholding certificate on Form W-8, Form W-9 or any other relevant form; or 


  

	 	(B)	 any withholding statement or other document, authorisation or waiver as the Agent may require to certify or
establish the status of such Lender under FATCA or that other law or regulation. 


  

	 	(f)	 The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver
it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower. 


  

	 	(g)	 If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent
by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to
the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the
relevant Borrower. 


  

	 	(h)	 The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it
receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above. 



  
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	23.9	 FATCA Deduction 



 

	 	(a)	 Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection
with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. 



 

	 	(b)	 Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change
in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Agent and the Agent shall notify the other Finance Parties. 



 

	24.	 INCREASED COSTS 



 

	24.1	 Increased costs 



 

	 	(a)	 Subject to Clause 24.3 (Exceptions) the Company or ABIWW shall, within ten Business Days of a demand by
the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of: 


  

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


  

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



 

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


  

	 	(b)	 In this Agreement: 


  

	 	(i)	 “Increased Costs” means: 



 

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


  

	 	(B)	 an additional or increased cost; or 



 

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



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

  
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	 	(ii)	 “Basel III” means: 



 

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


  

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



 

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


  

	 	(iii)	 “CRD IV” means EU CRD IV and UK CRD IV: 



 

	 	(iv)	 “EU CRD IV” means: 



 

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


  

	 	(B)	 Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the
activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC. 



 

	 	(v)	 “UK CRD IV” means: 



 

	 	(A)	 Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “Withdrawal Act”); 



 

	 	(B)	 the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the
European Union (Withdrawal Agreement) Act 2020) implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit
institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures; and 



  
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	 	(C)	 direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day (as
defined in the European Union (Withdrawal Agreement) Act 2020) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act. 



 

	24.2	 Increased cost claims 



 

	 	(a)	 A Finance Party intending to make a claim pursuant to Clause 24.1 (Increased costs) shall notify the
Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company. 


  

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


  

	24.3	 Exceptions 


  

	 	(a)	 Clause 24.1 (Increased costs) does not apply to the extent any Increased Cost is: 



 

	 	(i)	 attributable to a Tax Deduction required by law to be made by an Obligor; 



 

	 	(ii)	 attributable to a FATCA Deduction required to be made by a Party; 



 

	 	(iii)	 compensated for by Clause 23.3 (Tax indemnity) (or would have been compensated for under
Clause 23.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 23.3 (Tax indemnity) applied); 



 

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



  

	 	(v)	 attributable to the implementation or application of or compliance with the “International Convergence of
Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III)
(“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates). 



 

	 	(b)	 Neither the Company nor ABIWW shall be required to make any payment for any Increased Costs unless:



  

	 	(i)	 the claim is made within 90 days of the relevant Increased Cost being incurred; 



  
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	 	(ii)	 the Finance Party notifies the Company promptly upon becoming aware that it has incurred the relevant Increased
Cost; 


  

	 	(iii)	 the Finance Party confirms to the Company that its claim relates only to Increased Costs where it was not
possible to calculate such costs at the 2021 Amendment and Restatement Date; and 


  

	 	(iv)	 the Finance Party certifies that, where relevant documentation allows, it is generally claiming equivalent
costs from all, or substantially all, similar borrowers of similar creditworthiness. 


  

	 	(c)	 In this Clause 24.3 reference to a “Tax Deduction” has the same meaning given to the term in
Clause 23.1 (Definitions). 


  

	25.	 OTHER INDEMNITIES 



 

	25.1	 Currency indemnity 



 

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



  

	 	(i)	 making or filing a claim or proof against that Obligor; or 



 

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



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

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


  

	25.2	 Other indemnities 



The Company or ABIWW shall (or shall procure that an Obligor will), within ten Business Days of demand, indemnify each Finance Party against
any cost, loss or liability incurred by that Finance Party as a result of: 
  

	 	(a)	 the occurrence of any Event of Default; 



 

	 	(b)	 a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without
limitation, any cost, loss or liability arising as a result of Clause 37 (Sharing among the Finance Parties); 



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



 

	 	(d)	 issuing or making arrangements to issue a Letter of Credit requested by the Company or a Borrower in a
Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement; or 


  

	 	(e)	 a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a
Borrower or the Company. 


  

	25.3	 Indemnity to the Agent 



The Company or ABIWW shall within ten Business Days of demand indemnify the Agent against any cost, loss or liability incurred by the Agent
(acting reasonably) as a result of: 
  

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



 

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


  

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


  

	26.	 MITIGATION BY THE LENDERS 



 

	26.1	 Mitigation 


  

	 	(a)	 Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any
circumstances which arise and which would result in any Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 16.1 (Illegality) (or, in respect of the Issuing Bank,
Clause 16.2 (Illegality in relation to Issuing Bank)), Clause 23 (Tax Gross-up and Indemnities) or Clause 24 (Increased Costs) or any amount becoming payable under a Finance
Document by an Obligor established in Belgium not being tax deductible from that Belgian Obligor’s taxable income in Belgium as a result of that amount being payable to a Finance Party incorporated, resident, established or acting through a
Facility Office or office in a Non-Cooperative Jurisdiction including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.



  

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



  

	26.2	 Limitation of liability 



 

	 	(a)	 The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance
Party as a result of steps taken by it under Clause 26.1 (Mitigation). 



  
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	 	(b)	 A Finance Party is not obliged to take any steps under Clause 26.1 (Mitigation) if, in the opinion of
that Finance Party (acting reasonably), to do so might be prejudicial to it. 


  

	27.	 COSTS AND EXPENSES 



 

	27.1	 Transaction expenses 



The Company or ABIWW shall within ten Business Days of demand pay the Agent, the Arrangers and the Issuing Bank the amount of all costs and
expenses (including legal fees subject to any agreement on legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of: 

 

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



 

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



 

	27.2	 Amendment costs 



If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 38.10 (Change
of currency), the Company shall, within ten Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with
that request or requirement. 
  

	27.3	 Enforcement and preservation costs 



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

	28.	 GUARANTEE AND INDEMNITY 



 

	28.1	 Guarantee and indemnity 



Each Guarantor irrevocably and unconditionally jointly and severally: 
  


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


  

	 	(b)	 undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in
connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and 


  

	 	(c)	 indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that
Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.




  
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	28.2	 Continuing Guarantee 



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

	28.3	 Reinstatement 



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

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


  

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


  

	28.4	 Waiver of defences 



The obligations of each Guarantor under this Clause 28 will not be affected by an act, omission, matter or thing which, but for this
Clause 28, would reduce, release or prejudice any of its obligations under this Clause 28 (without limitation and whether or not known to it or any Finance Party) including: 

 

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



  

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


  

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


  

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


  

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


  

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


  

	 	(g)	 any insolvency or similar proceedings. 



  
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	28.5	 Guarantor Intent 



Without prejudice to the generality of Clause 28.4 (Waiver of defences), each Guarantor expressly confirms that it intends that
this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the
purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other
indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of
the foregoing. 
  

	28.6	 Immediate recourse 



Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or
enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 28. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 

 

	28.7	 Appropriations 



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

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


  

	 	(b)	 hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any
Guarantor’s liability under this Clause 28. 


  

	28.8	 Deferral of Guarantors’ rights 



Without prejudice to the obligations of the Company under the Parent Contribution Agreement, until all amounts which may be or become payable
by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations
under the Finance Documents (other than pursuant to the Parent Contribution Agreement): 
  

	 	(a)	 to be indemnified by an Obligor; 



 

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



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



If a Guarantor receives any benefit, payment or distribution in relation to such rights (other than pursuant to the Parent Contribution
Agreement) it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full
on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 38 (Payment Mechanics) of this Agreement. 

 

	28.9	 Release of Guarantors’ right of contribution 



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

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



 

	 	(b)	 each other Guarantor waives any rights it may have by reason of the performance of its obligations under the
Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance
Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor. 


  

	28.10	 Additional security 



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

	28.11	 Guarantee limitations 



 

	 	(a)	 Notwithstanding any other provisions of this Agreement, the maximum aggregate liability of Brandbrew and
Brandbev respectively pursuant to this Clause 28 and as a guarantor under the Other Guaranteed Facilities shall not exceed an amount equal to the aggregate of (without double counting): 



 

	 	(i)	 the aggregate amount of all moneys received by Brandbrew and Brandbev respectively and their respective
Subsidiaries as a borrower or issuer under this Agreement and the Other Guaranteed Facilities; 


  

	 	(ii)	 the aggregate amount of all outstanding intercompany loans made to Brandbrew and Brandbev respectively and
their respective Subsidiaries by other members of the Group which have been directly or indirectly funded using the proceeds of borrowings under this Agreement or the Other Guaranteed Facilities; and 



  
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	 	(iii)	 an amount equal to 100% of the greater of: 



 

	 	(A)	 the sum of Brandbrew and Brandbev’s respective own capital (capitaux propres) as referred to in
article 34 of the Luxembourg law dated 19 December 2002 on the trade and companies register and the accounting and annual accounts of undertakings, as amended (the “Luxembourg Law of 2002”) and as implemented by the Grand-Ducal
regulation dated 18 December 2015 setting out the form and the content of the presentation of the balance sheet and profit and loss account (the “Luxembourg Regulation of 2015” as reflected in the most recent annual accounts
approved by the competent organ of Brandbrew and Brandbev respectively (as audited by its réviseur d’entreprises (external auditor), if required by law), increased by the amount of any Intra-Group Liabilities; and



  

	 	(B)	 the sum of Brandbrew and Brandbev’s respective own capital (capitaux propres) (as referred to in
article 34 of the Luxembourg Law of 2002) as implemented by the Luxembourg Regulation of 2015) as reflected in its filed annual accounts available as at the 2021 Amendment and Restatement Date increased by the amount of any Intra-Group Liabilities.



  

	 	(b)	 For the purpose of the above limitation, “Intra-Group Liabilities” shall mean any amounts owed
by the relevant Luxembourg Guarantor to any other member of the Group and that have not been financed (directly or indirectly) by a borrowing or proceeds under the Finance Documents or the Other Guaranteed Facilities. 



 

	 	(c)	 For the avoidance of doubt, the limitation referred to in paragraph (a) above shall not apply to the
guarantee by Brandbrew or Brandbev of any obligations owed by their respective Subsidiaries under the Finance Document or under any Other Guaranteed Facilities. 



 

	 	(d)	 In addition to the limitation referred to in paragraph (a) above, the obligations and liabilities of
Brandbrew and Brandbev under this Agreement or under any Other Guaranteed Facilities shall not include any obligation which, if incurred, would constitute a breach of the provisions on financial assistance as contained in articles 430-19 or 1500-7, as applicable of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended. 



 

	 	(e)	 Each of Brandbrew and Brandbev hereby expressly accepts and confirms, for the purposes of article 1281 of the
Luxembourg civil code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of this Agreement, the guarantee given under this Agreement shall be preserved for the benefit of any
new Lender and Brandbrew and Brandbev hereby accept and confirm the aforementioned. 



  
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	 	(f)	 Notwithstanding any term or provision of this Clause 28 or any other term in this Agreement or any Finance
Document, each Finance Party agrees that each U.S. Guarantor’s liability under this Clause 28, without the requirement of amendment or any other formality, be limited to a maximum aggregate amount equal to the largest amount that would not
render its liability hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Bankruptcy Code or any applicable provision of comparable state law. 



 

	28.12	 Additional Guarantor limitations 



The obligations of any Additional Guarantor under this Clause 28 are subject to any limitations set out in the Accession Letter pursuant
to which that Additional Guarantor becomes a party to this Agreement. 
  

	29.	 REPRESENTATIONS 



 

	29.1	 General 



Save for the representations and warranties in Clauses 29.16 (Sanctions) and 29.17 (Anti-corruption), which are made only by the
Company on the 2021 Amendment and Restatement Date, each Obligor makes the representations and warranties set out in this Clause 29 to each Finance Party on the date of this Agreement, save for the representation given in Clause 29.10
(Financial statements) with respect to the Original Financial Statements which shall be made on the date they are delivered. 
  

	29.2	 Status 


  

	 	(a)	 It is a corporation, partnership (whether or not having separate legal personality) or other corporate body
duly incorporated or organised and validly existing under the law of its jurisdiction of incorporation or organisation. 


  

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


  

	29.3	 Binding obligations 



Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document, to which it is a party are legal,
valid, binding and enforceable obligations. 
  

	29.4	 Non-conflict with other obligations 



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

	 	(a)	 any law or regulation applicable to it; 



 

	 	(b)	 the constitutional documents of any Obligor or Material Subsidiary; or 



  
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	 	(c)	 any agreement or instrument binding upon it or any of its Subsidiaries or any of its or its Subsidiaries’
assets to an extent which would reasonably be expected to have a Material Adverse Effect. 


  

	29.5	 Power and authority 



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

	29.6	 Validity and admissibility in evidence 



All Authorisations required or desirable: 
  

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


  

	 	(b)	 to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of
incorporation, 


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

 

	29.7	 Governing law and enforcement 



 

	 	(a)	 Subject to the Legal Reservations, the choice of English law as the governing law of the Finance Documents will
be recognised and enforced in its jurisdiction of incorporation or organisation. 


  

	 	(b)	 Subject to the Legal Reservations, any judgment obtained in England in relation to a Finance Document will be
recognised and enforced in its jurisdiction of incorporation or organisation. 


  

	29.8	 No default 


  

	 	(a)	 Save as otherwise notified to the Agent, no Default is continuing. 



 

	 	(b)	 Save as otherwise notified to the Agent, no Default would reasonably be expected to result from the making of
any Utilisation. 


  

	 	(c)	 No other event or circumstance is outstanding which constitutes a default under (i) any other agreement or
instrument which is binding on it or any of its Subsidiaries or (ii) to which its (or any of its Subsidiaries’) assets are subject which, in either case, would reasonably be expected to have a Material Adverse Effect.



  

	29.9	 No misleading information 



 

	 	(a)	 Any written factual information (which for this purpose excludes any projections or forward looking statements)
regarding the Company or its Subsidiaries (as at the date of this Agreement) provided to the Arrangers by or on behalf of the Company or any other member of the Group in connection with the Facilities (the “Information”) is true and
accurate in all material respects as at the date it is provided or as at the date (if any) at which it is stated and when taken as a whole. 



  
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	 	(b)	 Nothing has occurred or been omitted and no information has been given or withheld that results in the
Information, taken as a whole, being untrue or misleading in any material respect. 


  

	 	(c)	 Any projections contained in the Information have been prepared in good faith on the basis of recent historical
information and on the basis of assumptions believed by the preparer to be reasonable as at the time such assumptions were made, it being understood that projections are as to future events and are not to be viewed as facts. 



 

	29.10	 Financial statements 



 

	 	(a)	 The Company’s Original Financial Statements were prepared in accordance with the Accounting Principles
consistently applied. 


  

	 	(b)	 The Company’s Original Financial Statements fairly present its consolidated financial condition and its
results of operations during the relevant financial year. 


  

	29.11	 Pari passu ranking 



Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in any relevant jurisdiction. 
  

	29.12	 No proceedings pending or threatened 



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

	29.13	 ERISA and Multiemployer Plans 



 

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


  

	 	(b)	 To the best of the knowledge and belief of the relevant Obligors, (i) Schedule B (Actuarial
Information) to the most recent annual report (Form 5500 Series) filed with the IRS by any Obligor or ERISA Affiliate with respect to any Plan and furnished to the Agent is not incomplete or inaccurate in any respects which would reasonably be
expected to have a Material Adverse Effect and does not unfairly present the funding status of such Plan to the extent which would reasonably be expected to have a Material Adverse Effect, and (ii) since the date of such Schedule B, there has
been no change in such funding status which would reasonably be expected to have a Material Adverse Effect. 



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


  

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



 

	 	(e)	 The Obligors and their ERISA Affiliates are in compliance in all respects with the presently applicable
provisions of ERISA and the Code with respect to each Plan and Multiemployer Plan, except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred
with respect to any Plan or Multiemployer Plan which would reasonably be expected to result in the incurrence by any Obligor or any ERISA Affiliate of any liability, fine or penalty which would reasonably be expected to have a Material Adverse
Effect. 


  

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


  

	29.14	 Investment Companies 



Neither the Company nor any Borrower is registered, or is required to be registered, as an “investment company” under the U.S.
Investment Company Act of 1940, as amended. 
  

	29.15	 Federal Regulations 



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

	29.16	 Sanctions 


  

	 	(a)	 Subject to paragraph (b) below: 



 

	 	(i)	 neither it nor any Obligor is (i) currently a designated target of any Sanctions or (ii) organised or
resident in a Sanctioned Country; 


  

	 	(ii)	 in relation to a Sanctioned Country in which it (or an Obligor) is operating or conducting any business, it (or
the relevant Obligor) is conducting such business in compliance with the Sanctions applicable to that Sanctioned Country in all material respects; and 



  
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	 	(iii)	 it has instituted and maintains policies and procedures designed to promote compliance by the Group with
Sanctions applicable to the Group and the Group’s business. 


  

	 	(b)	 The representation in paragraph (a) above shall: 



 

	 	(i)	 be given by and apply to each Obligor for the benefit of (x) Sumitomo Mitsui Banking Corporation’s
New York Branch (“SMBC NY”), and (y) each other Finance Party only to the extent that, in the case of (y), giving, complying with or receiving the benefit of (as applicable) such representation does not result in any violation
of the Blocking Regulation or any similar anti-boycott statute; and 


  

	 	(ii)	 except with respect to SMBC NY, apply for the benefit of a Finance Party (other than a Finance Party that
notifies the Agent (such party being a “Restricted Finance Party”) in writing that it is a Restricted Finance Party for the purposes of this Clause 29.16 in which case it shall only apply for the benefit of such Restricted Finance
Party to the extent that such representation would not result in any violation of or conflict with Section 7 Foreign Trade And Payments Rules (AWV) (Außenwirtschaftsverordnung) (in connection with Section 4
paragraph 1 a no. 3 German Foreign Trade and Payments Act (AWG) (Außenwirtschaftsgesetz) or a similar anti-boycott statute)). In connection with any waiver, determination or direction relating to any part of this Clause
29.16 of which a Restricted Finance Party does not have the benefit, the commitments of that Restricted Finance Party (to the extent that it is a Lender) will be excluded for the purpose of determining whether the consent of the Majority Lenders has
been obtained or whether the determination or direction by the Majority Lenders has been made. 


  

	29.17	 Anti-corruption 



It is the policy of the Company to conduct its business in compliance with all applicable anti-money laundering and Anti-Corruption Laws in all
material respects and it has instituted and maintains policies and procedures designed to promote and achieve compliance with such laws across the Group. 
  

	29.18	 Times when representations made 



 

	 	(a)	 All the representations and warranties in this Clause 29 are made by each Original Obligor on the date of this
Agreement save for the representation given in Clause 29.10 (Financial statements) with respect to the Original Financial Statements which shall be made on the date they are delivered. 



 

	 	(b)	 The representations and warranties in Clauses 29.16 (Sanctions) and 29.17 (Anti-corruption) are
made by the Company only and only on the 2021 Amendment and Restatement Date. 



  
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	 	(c)	 The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on
each Utilisation Date and on the first day of each Interest Period. 


  

	 	(d)	 The Repeating Representations are deemed to be made by each Additional Obligor on the day on which it becomes
(or it is proposed that it becomes) an Additional Obligor. 


  

	 	(e)	 Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made
by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. 


  

	30.	 INFORMATION UNDERTAKINGS 



The undertakings in this Clause 30 remain in force from the date of this Agreement for so long as any amount is outstanding under the
Finance Documents or any Commitment is in force. 
  

	30.1	 Financial statements 



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

 

	 	(a)	 as soon as the same become available, but in any event within 120 days after the end of each of its financial
years, its audited consolidated financial statements for that financial year; 


  

	 	(b)	 if requested by the Agent on behalf of a Finance Party in respect of a financial year of each Obligor, as soon
as the same become available, but in any event not later than 270 days after the end of that financial year, the audited annual financial statements of that Obligor, provided it prepares audited annual financial statements; and



  

	 	(c)	 as soon as the same become available, but in any event not later than 30 September in each financial year,
its unaudited consolidated financial statements for the six Month period ending 30 June in that financial year. 


  

	30.2	 Requirements as to financial statements 



 

	 	(a)	 Each set of financial statements delivered by the Company pursuant to Clause 30.1 (Financial statements)
shall be certified by a director or the chief financial officer or two authorised signatories of the relevant company as fairly presenting its financial condition as at the date as at which those financial statements were drawn up (unless, in the
case of financial statements delivered by the Company pursuant to paragraph (b) of Clause 30.1 (Financial statements), expressly disclosed to the Agent in writing to the contrary). 



 

	 	(b)	 The Company shall procure that each set of financial statements delivered pursuant to paragraphs (a) and
(c) of Clause 30.1 (Financial statements) is prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Company
unless, in relation to any set of financial 



  
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statements, it notifies the Agent that there has been a change in the Accounting Principles, the accounting practices or reference periods and its auditors deliver to the Agent a description of
any change necessary for those financial statements to reflect the Accounting Principles, accounting practices and reference periods upon which the Company’s Original Financial Statements were prepared. Any reference in this Agreement to those
financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 


 

	30.3	 Information: miscellaneous 



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

 

	 	(a)	 all documents dispatched by the Company to its shareholders generally (or any class of them generally) or its
creditors generally at the same time as they are dispatched; 


  

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



 

	 	(c)	 promptly, such further information regarding the financial condition, business and operations of any member of
the Group as any Finance Party (through the Agent) may reasonably request subject to any limits arising from confidentiality obligations owed by the Company or its Subsidiaries and excluding competition filings; 



 

	 	(d)	 with each set of audited consolidated financial statements of the Company, an updated list of Material
Subsidiaries; and 


  

	 	(e)	 promptly and in any event within ten Business Days of any such downgrade, details of any downgrade to the
Credit Rating of the Company as assessed by S&P or Moody’s. 


  

	30.4	 Notification of default 



 

	 	(a)	 Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly
upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor). 


  

	 	(b)	 Promptly upon a reasonable request by the Agent, the Company shall supply to the Agent a certificate signed by
an authorised signatory of the Company on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). 



 

	30.5	 Direct electronic delivery by Company 



The Company may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information
directly to that Lender in accordance with Clause 40.6 (Electronic communication) to the extent that Lender and the Agent agree to this method of delivery. 

  
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	30.6	 “Know your customer” checks 



 

	 	(a)	 If: 


  

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


  

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



 

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


 obliges the Agent or any Lender (or, in the case of
paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly
upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the
event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be
satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. 

 

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


  

	 	(c)	 The Company shall, by not less than ten Business Days’ prior written notice to the Agent, notify the Agent
(which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 34 (Changes to the Obligors). 



 

	 	(d)	 Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional
Obligor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request
of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any




  
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Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary
“know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor. 


 

	31.	 GENERAL UNDERTAKINGS 



The undertakings in this Clause 31 remain in force from the date of this Agreement for so long as any amount is outstanding under the
Finance Documents or any Commitment is in force. Any undertaking to procure compliance by another member of the Group shall, in relation to Modelo (to the extent it is a Subsidiary of the Company), be limited to an obligation to exercise such voting
rights as an Obligor may have with a view to ensure compliance. 
  

	31.1	 Authorisations 



Each Obligor shall promptly: 
  

	 	(a)	 obtain, comply with and do all that is necessary to maintain in full force and effect; and



  

	 	(b)	 (at the prior written request of the Agent) supply certified copies to the Agent of, 



any Authorisation required under any law or regulation of its jurisdiction of incorporation to: 

 

	 	(i)	 enable it to perform its obligations under the Finance Documents; and 



 

	 	(ii)	 ensure the legality, validity, enforceability or admissibility in evidence its jurisdiction of incorporation of
any Finance Document. 


  

	31.2	 Compliance with laws 



Each Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply would reasonably be expected to
have a Material Adverse Effect. 
  

	31.3	 Environmental compliance 



Each Obligor will (and will ensure that each of its Subsidiaries will): 

 

	 	(a)	 comply with all Environmental Laws; and 



 

	 	(b)	 obtain, maintain and ensure compliance with all requisite Environmental Permits, 



in each case where failure to do so would have a Material Adverse Effect. 

  
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	31.4	 Merger 



No Obligor shall enter into any amalgamation, demerger or merger other than: 

 

	 	(a)	 any amalgamation, demerger or merger on a solvent basis provided that: 



 

	 	(i)	 if the amalgamation, demerger or merger involves one Obligor, that Obligor will be the surviving entity of that
amalgamation, demerger or merger; and 


  

	 	(ii)	 if the amalgamation, demerger or merger involves more than one Obligor: 



 

	 	(A)	 the surviving entity of that amalgamation, demerger or merger will assume the obligations of the non-surviving Obligor under the Finance Documents; and 


  

	 	(B)	 if the amalgamation, demerger or merger involves one or more Borrowers, either a Borrower will be the surviving
entity or the relevant surviving entity must be incorporated in the same jurisdiction as an existing Borrower and must assume the obligations of the non-surviving Borrower under the Finance Documents; or



  

	 	(b)	 any other amalgamation, demerger or merger to which the Majority Lenders have given their consent,



 (each, a “Permitted Reorganisation”). 

 

	31.5	 Change of business 



The Company shall procure that neither Company nor the Group taken as a whole carries on any business which results in any material change to
the nature of the core business of the Group from the Core Business. 
  

	31.6	 Acquisitions 



No Obligor shall (and the Company shall ensure that no other member of the Group will) acquire a company or any shares or securities or a
business or undertaking from an entity that is not a member of the Group (or, in each case, any interest in any of them), which results in the Credit Rating of the Company being downgraded during the relevant Credit Rating Period applicable to such
acquisition or incorporation to a rating of BB+ or lower by S&P or Ba1 or lower by Moody’s. 
  

	31.7	 Pari passu ranking 



Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents
rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except those creditors whose claims are mandatorily preferred by law applying to companies generally. 

  
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	31.8	 Negative pledge 



 

	 	(a)	 No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to
subsist any Security over any of its assets which secures Financial Indebtedness. 


  

	 	(b)	 No Obligor shall (and the Company shall ensure that no other member of the Group will): 



 

	 	(i)	 sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; 


  

	 	(ii)	 sell, transfer or otherwise dispose of any of its receivables on recourse terms; 



 

	 	(iii)	 enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or 


  

	 	(iv)	 enter into any other preferential arrangement having a similar effect, 



in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing
the acquisition of an asset. 
  

	 	(c)	 Paragraphs (a) and (b) above do not apply to Permitted Security. 



 

	31.9	 Subsidiary Financial Indebtedness 



Each Obligor shall procure that Subsidiary Financial Indebtedness, when aggregated with the aggregate amount secured by the Security referred
to in paragraph (p) of the definition of Permitted Security (other than such Security securing Subsidiary Financial Indebtedness) shall at no time exceed US$6,000,000,000 (or its equivalent in any other currency). 

 

	31.10	 Intellectual Property 



Each Obligor shall (and the Company shall procure that each member of the Group will): 

 

	 	(a)	 preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of
the relevant member of the Group; 


  

	 	(b)	 use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;



  

	 	(c)	 make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property in
full force and effect and record its interest in that Intellectual Property; 



  
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	 	(d)	 not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in
respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any member of the Group to use such property; and 



 

	 	(e)	 not discontinue the use of the Intellectual Property, 



where failure to do so, in the case of paragraphs (a), (b) and (c) above, or, in the case of paragraphs (d) and (e) above,
such use, permission to use, omission or discontinuation, would reasonably be expected to have a Material Adverse Effect. 
  

	31.11	 Credit Rating 



 

	 	(a)	 Subject to paragraph (b) below, the Company will ensure that it maintains a Credit Rating with S&P and
Moody’s. 


  

	 	(b)	 If S&P or Moody’s ceases to carry on business as a rating agency or to supply a Credit Rating with
respect to the Company, within 30 days after the date on which that event occurs, the Company shall appoint any other rating agency of international standing which is prepared to issue a Credit Rating with respect to the Company and which is
acceptable to the Majority Lenders (acting reasonably) to issue a Credit Rating with respect to the Company. If any other rating agency is appointed under this paragraph (b), the Parties agree to amend this Agreement to make appropriate amendments
to the definition of “Margin”. 


  

	31.12	 Shareholders’ Approval – the Company 



 

	 	(a)	 The Company shall use its reasonable endeavours to procure that a Shareholders’ Approval is obtained
within one month of the annual meeting of the Shareholders of the Company in respect of the financial year ended 31 December 2020 (the “Shareholders’ Approval Time Period”). 



 

	 	(b)	 If a Shareholders’ Approval is obtained the Company shall provide to the Agent a copy of the relevant
resolutions of the shareholders of the Company together with evidence that an extract of the resolutions has been filed with the clerk of the relevant enterprise court in accordance with article 7:151 of the Belgian Companies and Associations Code.



  

	 	(c)	 If a Shareholders’ Approval is not obtained pursuant to paragraph (a) above by the last day of the
Shareholders’ Approval Time Period, the Margin shall be increased by [***] per cent. per annum, and there shall be a corresponding increase in each rate of Margin in the table of Margin rates set out in paragraph (a) of Clause 19.3
(Margin). Any change in the Margin for a Utilisation pursuant to this paragraph (c) shall take effect five Business Days after the final day of the Shareholders’ Approval Time Period. 



 

	 	(d)	 If a Shareholders’ Approval is obtained subsequent to the Shareholders’ Approval Time Period, the
Margin increase described in paragraph (c) above shall cease to apply from the first day of the next Interest Period for that Utilisation which starts following receipt of the Shareholders’ Approval. 



  
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	31.13	 Sanctions 


  

	 	(a)	 No Obligor shall to its knowledge use the proceeds of any Utilisation or lend, contribute, or otherwise make
available such proceeds to fund any activities or business of any person who is, at the time of such funding, a designated target of Sanctions or in a Sanctioned Country (other than, in relation to a Sanctioned Country, in respect of business
operated or conducted in compliance with Sanctions applicable to that Sanctioned Country in all material respects), to the extent such action would reasonably be expected to result in any Finance Party becoming in breach of its legal obligations in
respect of any Sanctions. 


  

	 	(b)	 The Parties acknowledge that moneys are fungible and therefore agree that the
co-mingling of the proceeds of a Loan with general funds within the Group will not of itself constitute a breach of this Clause 31.13. A statement in a Utilisation Request as to the intended use of proceeds of
the relevant Utilisation is conclusive in the absence of manifest error. 


  

	 	(c)	 The Company shall maintain policies and procedures designed to promote and achieve compliance with Sanctions
applicable to the Group and the Group’s business. 


  

	 	(d)	 The undertaking in paragraphs (a) and (c) above shall: 



 

	 	(i)	 be given by and apply to each Obligor for the benefit of (x) Sumitomo Mitsui Banking Corporation’s
New York Branch (“SMBC NY”), and (y) each other Finance Party only to the extent that, in the case of (y), giving, complying with or receiving the benefit of (as applicable) such undertaking does not result in any violation of
the Blocking Regulation or any similar anti-boycott statute; and 


  

	 	(ii)	 except with respect to SMBC NY, apply for the benefit of a Finance Party (other than a Finance Party that
notifies the Agent (such party being a “Restricted Finance Party”) in writing that it is a Restricted Finance Party for the purposes of this Clause 31.13 in which case it shall only apply for the benefit of such Restricted Finance
Party to the extent that such undertaking would not result in any violation of or conflict with Section 7 Foreign Trade And Payments Rules (AWV) (Außenwirtschaftsverordnung) (in connection with Section 4
paragraph 1 a no. 3 German Foreign Trade and Payments Act (AWG) (Außenwirtschaftsgesetz) or a similar anti-boycott statute)). In connection with any waiver, determination or direction relating to any part of this Clause
31.13 of which a Restricted Finance Party does not have the benefit, the Commitments of that Restricted Finance Party (to the extent that it is a Lender) will be excluded for the purpose of determining whether the consent of the Majority Lenders has
been obtained or whether the determination or direction by the Majority Lenders has been made. 



  
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	31.14	 Anti-corruption 



 

	 	(a)	 No Obligor shall (and the Company shall procure that no member of the Group will) knowingly use the proceeds of
any Loan for any purpose which would breach applicable anti-money laundering or Anti-Corruption Laws in any material respect. 


  

	 	(b)	 The Company shall maintain policies and procedures designed to promote and achieve compliance by the Group with
applicable anti-money laundering and Anti-Corruption Laws. 


  

	32.	 EVENTS OF DEFAULT 



Each of the events or circumstances set out in this Clause 32 is an Event of Default (save for Clause 32.14 (Acceleration)).

  

	32.1	 Non-payment 



An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is
expressed to be payable unless: 
  

	 	(a)	 its failure to pay is caused by: 



 

	 	(i)	 administrative or technical error; or 



 

	 	(ii)	 a Disruption Event; and 



 

	 	(b)	 payment is made within five Business Days of its due date. 



 

	32.2	 Other obligations 



 

	 	(a)	 An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause
32.1 (Non-payment) or paragraph (b) below). 


  

	 	(b)	 No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and
is remedied within: 


  

	 	(i)	 (in relation to Clause 30 (Information undertakings) and Clause 31 (General Undertakings))
15 Business Days; or 


  

	 	(ii)	 (in relation to any of the other obligations expressed to be assumed by it in any of the Finance Documents
(other than referred to in Clauses 32.1 (Non-payment)) 30 Business Days, 



of the Agent giving notice to the Company or relevant Obligor or the Company or an Obligor becoming (or should have become when exercising
normal diligence) aware of the failure to comply. 

  
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	32.3	 Misrepresentation 



 

	 	(a)	 Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other
document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made. 



 

	 	(b)	 No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and
is remedied within 15 Business Days of the Agent giving notice to the Company or relevant Obligor or the Company or an Obligor becoming (or should have become when exercising normal diligence) aware of the failure to comply. 



 

	32.4	 Cross default 



 

	 	(a)	 Any Financial Indebtedness or any indebtedness under a Derivative Contract of any member of the Group is not
paid when due or within any originally applicable grace period. 


  

	 	(b)	 Any Financial Indebtedness or any indebtedness under a Derivative Contract of any member of the Group is
declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (howsoever described). 


  

	 	(c)	 No Event of Default will occur under this Clause 32.4 (Cross default) if: 



 

	 	(i)	 the aggregate amount of Financial Indebtedness, of any indebtedness (marked to market) under a Derivative
Contract and of any commitment for Financial Indebtedness falling within paragraphs (a) and (b) above is less than €100,000,000 (or its equivalent in any other currency or currencies); 



 

	 	(ii)	 in the case of paragraph (a) above, the question as to whether the relevant amount is due is being
contested in good faith by the relevant member of the Group; or 


  

	 	(iii)	 in the case of paragraph (b) above, the relevant member of the Group and the Company (A) keep the
Agent promptly informed of any communication made or received by the relevant member of the Group or the Company in relation thereto and deliver to the Agent without delay a copy of any such communication, and (B) have confirmed to the Agent
and the Agent is satisfied that the relevant creditor(s) has (have) taken no action whatsoever with a view to declaring or considering whether to declare the relevant Financial Indebtedness due and payable (including, but without limitation, holding
or calling meetings in relation thereto). 


  

	 	(d)	 In respect of any member of the Group acquired by the Company after the date of this Agreement, no Event of
Default will occur under this Clause 32.4 in relation to that member of the Group for a period of 45 days after the date of that acquisition. 



  
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	32.5	 Insolvency 



Any Obligor or any other Material Subsidiary is unable to pay its debts as they fall due, suspends making payments on all or substantially all
of its debts by reason of actual or anticipated financial difficulties or commences negotiations with any one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to the general readjustment or rescheduling of
all or a material part of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors. 
  

	32.6	 Insolvency proceedings 



 

	 	(a)	 Subject to paragraph (b) below, any Obligor or any other Material Subsidiary takes any corporate action or
other steps are taken or legal proceedings are started for its winding–up, dissolution, administration, bankruptcy, moratorium or re–organisation (whether by way of voluntary arrangement, scheme of arrangement or otherwise) or for the
appointment of a liquidator, curator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets unless any such action, proceeding, procedure or step
brought by a third party is stayed or discharged within 20 Business Days. 


  

	 	(b)	 This Clause 32.6 shall not apply to: 



 

	 	(i)	 any step or procedure that is taken as part of, or in relation to, a Permitted Reorganisation;



  

	 	(ii)	 the solvent liquidation of any dormant company or the solvent liquidation of any other Material Subsidiary
which is not an Obligor; or 


  

	 	(iii)	 any corporate action, steps or legal proceedings taken or started in order to implement the Newco Merger.



  

	32.7	 Creditors’ process 



Any execution or distress is levied against, or an encumbrancer takes possession of, the whole or any part of, the property, undertaking or
assets (other than a Judicial Deposit) of any Obligor or any other Material Subsidiary or any event occurs which under the laws of any jurisdiction has a similar or analogous effect provided that where such execution, distress or taking of
possession relates to any property, undertaking or assets, it shall not be an Event of Default under this Clause 32.7 if the relevant execution, distress or taking of possession (other than a Dutch or Belgian executory attachment
(executorial beslag)) is released or discharged within ten Business Days or the value of such property, undertaking or assets (when aggregated with the value of any other such property, undertaking or assets of the Group which are then
subject to any such execution, distress or taking of possession) does not exceed €100,000,000 or the equivalent thereof in other currencies. 

  
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	32.8	 Analogous Event 



Any event occurs which under the laws of any jurisdiction has a similar or analogous effect to any of those events mentioned in
Clause 32.5 (Insolvency), Clause 32.6 (Insolvency proceedings) or Clause 32.7 (Creditors’ process). 
  

	32.9	 Unlawfulness and invalidity 



It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents. 

 

	32.10	 Ownership of the Obligors 



Any Obligor (other than the Company) ceases to be a Subsidiary of the Company other than pursuant to a resignation of a Guarantor in accordance
with Clause 34.5 (Resignation of a Guarantor). 
  

	32.11	 Repudiation and rescission of agreements 



An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences
an intention to rescind or repudiate a Finance Document. 
  

	32.12	 Litigation 



Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or
threatened in relation to the Finance Documents or the transactions contemplated in the Finance Documents or against any member of the Group or its assets which would reasonably be expected to have a Material Adverse Effect. 

 

	32.13	 ERISA 


  

	 	(a)	 Any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence
of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Obligors and the ERISA Affiliates related to
such ERISA Event) is an amount that has or would reasonably be expected to have a Material Adverse Effect. 


  

	 	(b)	 Any Obligor or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Obligors and the ERISA Affiliates as Withdrawal Liability (determined as of the date
of such notification), has or would reasonably be expected to have a Material Adverse Effect or requires payments in an amount that has or would reasonably be expected to have a Material Adverse Effect. 



  
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	 	(c)	 Any Obligor or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganisation or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganisation or termination the aggregate annual contributions of the Obligors and the ERISA Affiliates to all
Multiemployer Plans that are then in reorganisation or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in
which such reorganisation or termination occurs by an amount that has or would reasonably be expected to have a Material Adverse Effect. 


  

	32.14	 Acceleration 



On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority
Lenders, by notice to the Company: 
  

	 	(a)	 cancel the Available Commitments in relation to the Revolving Facility and the Available Dollar Swingline
Commitment of each Lender and of each Affiliate of any Lender which is a Dollar Swingline Lender and the Available Euro Swingline Commitment of each Lender and of each Affiliate of any Lender which is a Euro Swingline Lender whereupon each such
Available Commitment in relation to the Revolving Facility, Available Dollar Swingline Commitment and Available Euro Swingline Commitment shall immediately be cancelled and each Facility shall immediately cease to be available for further
utilisation; 


  

	 	(b)	 declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or
outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; 


  

	 	(c)	 declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become
payable on demand by the Agent on the instructions of the Majority Lenders; 


  

	 	(d)	 declare that cash cover in respect of each Letter of Credit is immediately due and payable at which time it
shall become immediately due and payable; 


  

	 	(e)	 declare that cash cover in respect of each Letter of Credit is payable on demand at which time it shall
immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders; and/or 


  

	 	(f)	 following the taking of any action referred to in paragraphs (a) or (b) above, by notice to any Dutch
Obligor, require that Dutch Obligor to give a guarantee or Security in favour of the Finance Parties and/or the Agent and that Dutch Obligor must comply with that request. 



If an Event of Default under Clause 32.5 (Insolvency) or Clause 32.6 (Insolvency proceedings) shall occur in respect of
any Obligor incorporated in the United States, then without notice to such Obligor or any other act by the Agent or any other person, the Loans to such Obligor, interest thereon and all other amounts owed by such Obligor under the Finance Documents
shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived. 

  
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	32.15	 Non-Material Obligors 



Notwithstanding anything to the contrary in any of the Finance Documents, if any event or circumstance occurs in relation to any Non-Material Obligor or any Finance Documents executed by a Non-Material Obligor which would in respect of any provision which by its terms refers to an Obligor (in its
capacity as Obligor) (a) be a breach of contract or misrepresentation, (b) be a Default or (c) entitle the Lenders to terminate or reduce the Commitments or require prepayment of all or part of the Loans (each a “Relevant
Event”), no Relevant Event shall be deemed to have occurred or be continuing as a result of the occurrence of such event or circumstance solely in relation to a Non-Material Obligor unless: 

 

	 	(a)	 one or more such events or circumstances has occurred and is continuing which affects one or more Non-Material Obligors which, if they were a single entity on the last day of the most recent financial year of the Company in respect of which financial statements are available, would have constituted a Material
Subsidiary; or 


  

	 	(b)	 such event or circumstance would reasonably be expected to have a Material Adverse Effect.



  

	32.16	 Anti-corruption 



Notwithstanding anything to the contrary in the Finance Documents, if: 

 

	 	(a)	 any event or circumstance occurs which might otherwise give rise to a breach of contract or misrepresentation
under Clause 29.17 (Anti-corruption) or Clause 31.14 (Anti-corruption) by reason of any failure by the Company or any member of the Group to comply with any anti-money laundering or Anti-Corruption Law; and 



 

	 	(b)	 the relevant failure to comply with anti-money laundering or Anti-Corruption Laws is disputed in good faith by
the Company or the relevant member of the Group, 


 the relevant event or circumstance, potential breach of contract or
potential misrepresentation or potential failure to comply with any anti-money laundering or Anti-Corruption Law shall not constitute a misrepresentation or breach of obligation or Default or Event of Default under any Finance Document save to the
extent the Company or the relevant member of the Group have been found to have been in breach of the relevant anti-money laundering or Anti-Corruption Law in a non-appealable decision from a court of competent
jurisdiction in relation to such anti-money laundering or Anti-Corruption Law. 
  

	33.	 CHANGES TO THE LENDERS 



 

	33.1	 Assignments and transfers by the Lenders 



Subject to this Clause 33, a Lender (the “Existing Lender”) may: 

 

	 	(a)	 assign any of its rights; or 



  
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	 	(b)	 transfer by novation any of its rights and obligations, 



under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or
established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”). 
  

	33.2	 Conditions of assignment or transfer 



 

	 	(a)	 The consent of: 


  

	 	(i)	 the Issuing Bank; and 



 

	 	(ii)	 the Company (such consent not to be unreasonably withheld and deemed to be given five Business Days after the
Company receives notice of request for such consent by an Existing Lender unless expressly refused within that period), 



is required for any assignment or transfer by an Existing Lender of its rights and/or obligations under the Revolving Facility, unless (in the
case of any consent which would otherwise be required to be obtained from the Company) the assignment or transfer is: 
  

	 	(A)	 to another Lender or an Affiliate of a Lender; 



 

	 	(B)	 if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or



  

	 	(C)	 made at a time when an Event of Default is continuing. 



 

	 	(b)	 Any partial assignment or transfer must be in an amount of at least US$10,000,000 or, if less, the whole of the
Existing Lender’s participation or Commitment. 


  

	 	(c)	 Notwithstanding the above and unless an Event of Default is continuing, any assignment, transfer, sub-participation or subcontracting by a Lender to a New Lender of any of its rights and obligations to a Belgian Obligor requires the prior written consent of the Company if: 



 

	 	(i)	 the state or territory in which that New Lender is incorporated, resident or established or where its Facility
Office is established is a Non-Cooperative Jurisdiction; or 


  

	 	(ii)	 if the bank account(s) to which payments will be made to which that New Lender will be entitled, are or will
be: 


  

	 	(A)	 managed or held by a person or persons incorporated, resident or established in a Non-Cooperative Jurisdiction or by the permanent establishment of a non-resident of Belgium situated in a Non-Cooperative Jurisdiction,
or 


  

	 	(B)	 managed, or opened with: 



 

	 	(1)	 a financial institution incorporated, resident or established in a
Non-cooperative Jurisdiction, or 


  

	 	(2)	 a branch or office of a financial institution situated in a
Non-Cooperative Jurisdiction. 



  
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	 	(d)	 If the Company receives a written request for its consent under paragraph (c) above (which shall refer to
paragraph (c) above), it must within five Business Days either grant its written consent, or request additional information reasonably demonstrating that the New Lender does not qualify as an artificial construction within the meaning of
article 198, §1, 10° of the Belgian Income Tax Code. The Company is deemed to have granted its consent if it has not notified its refusal or has not requested any additional information within five Business Days. If the Company requests and
receives additional information that is reasonably satisfactory to it, it must grant its written consent. The Company is deemed to have granted its consent five Business Days after receipt of the additional information requested by it, unless it has
notified its refusal within that time period. 


  

	33.3	 Other conditions of assignment or transfer 



 

	 	(a)	 An assignment will only be effective on: 



 

	 	(i)	 receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the
Agent) that the New Lender will assume the same obligations to the other Finance Parties and the Obligors as it would have been under if it had been an Original Lender; 



 

	 	(ii)	 the performance by the Agent of all necessary “know your customer” or other similar checks under all
applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and 



 

	 	(iii)	 to the extent that the consent of the Company is required pursuant to Clause (a) above, receipt by the
Agent of written confirmation from the Company that it consents to such assignment (such confirmation not to be unreasonably withheld or delayed) (unless the Company has failed to respond to a written request from the Agent for its consent within 5
Business Days of the date on which that written request was made). 


  

	 	(b)	 A transfer will only be effective if the procedure set out in Clause 33.5 (Procedure for transfer) is
complied with. 


  

	 	(c)	 If: 


  

	 	(i)	 a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its
Facility Office; and 


  

	 	(ii)	 as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would
be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 23 (Tax Gross-up and Indemnities) or Clause 24 (Increased Costs),




  
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 then the New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 

 

	33.4	 Assignment or transfer fee 



Unless the Agent otherwise agrees and excluding an assignment or transfer (a) to an Affiliate of a Lender, (b) to a Related Fund or
(c) made in connection with primary syndication of the Facilities, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of US$2,500. 

 

	33.5	 Limitation of responsibility of Existing Lenders 



 

	 	(a)	 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no
responsibility to a New Lender for: 


  

	 	(i)	 the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other
documents; 


  

	 	(ii)	 the financial condition of any Obligor; 



 

	 	(iii)	 the performance and observance by any Obligor or any other member of the Group of its obligations under the
Finance Documents or any other documents; or 


  

	 	(iv)	 the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or
any other document, 


 and any representations or warranties implied by law are excluded. 

 

	 	(b)	 Each New Lender confirms to the Existing Lender and the other Finance Parties that it: 



 

	 	(i)	 has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document;
and 


  

	 	(ii)	 will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related
entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. 



  
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	 	(c)	 Nothing in any Finance Document obliges an Existing Lender to: 



 

	 	(i)	 accept a re-transfer from a New Lender of any of the rights and
obligations assigned or transferred under this Clause 33; or 


  

	 	(ii)	 support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. 


  

	33.6	 Procedure for transfer 



 

	 	(a)	 Subject to the conditions set out in Clause 33.2 (Conditions of assignment or transfer) and Clause 33.3
(Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New
Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance
with the terms of this Agreement, execute that Transfer Certificate. 


  

	 	(b)	 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and
the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender. To the extent that the consent of the Company to the
relevant transfer is required pursuant to Clause 33.2 (Conditions of assignment or transfer), the Agent shall only execute the relevant Transfer Certificate to the extent that either (i) the Company has confirmed in writing that it
consents to such transfer (such confirmation not to be unreasonably withheld or delayed) or (ii) the Company has failed to respond to a written request from the Agent for its consent within 5 Business Days of the date on which that written
request was made. 


  

	 	(c)	 On the Transfer Date: 



 

	 	(i)	 to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and
obligations under the Finance Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance
Documents shall be cancelled (being the “Discharged Rights and Obligations”); 


  

	 	(ii)	 each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights
against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;




  
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	 	(iii)	 the Agent, the Arrangers, the New Lender, the other Lenders and the Issuing Bank shall acquire the same rights
and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the
Agent, the Arrangers and the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and 



 

	 	(iv)	 the New Lender shall become a Party as a “Lender”. 



 

	33.7	 Copy of Transfer Certificate or Increase Confirmation to Company 



The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Increase Confirmation, send to the
Company a copy of that Transfer Certificate or Increase Confirmation for, but not limited thereto, the purpose of notifying the transfer to the Company. 
  

	33.8	 Security over Lenders’ rights 



In addition to the other rights provided to Lenders under this Clause 33, each Lender may without consulting with or obtaining consent
from any other Party, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender to a federal reserve,
central or supranational bank, except that no such charge, assignment or other Security shall: 
  

	 	(a)	 release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the
relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or 


  

	 	(b)	 require any payments to be made by an Obligor or grant to any person any more extensive rights than those
required to be made or granted to the relevant Lender under the Finance Documents, 


 and provided further that
under no circumstance shall such central or supranational bank be considered a Lender hereunder or be entitled to require the assigning or pledging Lender to take, or refrain from, action hereunder. 

 

	33.9	 Lender Affiliates and Facility Office 



 

	 	(a)	 In respect of a Loan or Loans to a particular Borrower (“Designated Loans”) a Lender (a
“Designating Lender”) may subject to the conditions and limitations in this Clause 33.8 at any time and from time to time designate (by written notice to the Agent and the Company): 



 

	 	(i)	 a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility
Office”); or 


  

	 	(ii)	 one of its Affiliates to act as the Lender in respect of the Designated Loans (a “Substitute Affiliate
Lender”). 



  
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	 	(b)	 Subject to paragraph (c) below, no Lender or Substitute Affiliate Lender shall be entitled to request or
exercise any right to any payment, indemnification or other compensation or alternative pricing or cancellation or termination under any of Clauses 16.1 (Illegality), 21 (Changes to the Calculation of Interest), 23 (Tax Gross-up and Indemnities), 24 (Increased Costs), 25 (Other Indemnities), 27 (Costs and Expenses) or any other provision under this Agreement to the extent the relevant Tax, costs or expense
or event or circumstance giving rise to any right to cancellation or termination or compensation directly or indirectly relates to or results from the designation or maintaining of any designation of the Substitute Facility Office or the Substitute
Affiliate Lender. 


  

	 	(c)	 Notwithstanding paragraph (b) above, a Substitute Affiliate Lender shall be deemed to be a Lender for the
purposes of Clause 16.1 (Illegality) and shall be entitled to rely on such Clause in respect of itself and its own obligations as a Lender hereunder. 


  

	 	(d)	 A notice to nominate a Substitute Facility Office or Substitute Affiliate Lender must be in the form set out in
Schedule 12 (Form of Substitute Facility Office or Substitute Affiliate Lender Designation Notice) and be countersigned (in the case of a Substitute Affiliate Lender Designation Notice) by the relevant Substitute Affiliate Lender confirming
it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. 


  

	 	(e)	 The Designating Lender will act as the representative of any Substitute Affiliate Lender that it nominates for
all administrative purposes under this Agreement and will remain fully liable for the performance of the Substitute Affiliate Lender’s obligations hereunder (including, but not limited to, in circumstances in which it becomes unlawful in any
applicable jurisdiction for a Substitute Affiliate Lender to perform any of its obligations as a Lender or to fund or maintain its participation in any Designated Loan). The Obligors, the Agent and the other Finance Parties will be entitled to deal
only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by
the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents. Nothing in this paragraph (e) shall apply to the extent that: (i) the Designating Lender would be in breach of law
or regulation applicable to it if it were to participate in the relevant Utilisation; and (ii) the Designating Lender would also be in breach of law or regulation applicable to it if it were to remain liable and responsible for the performance
of the applicable obligations assumed by the relevant branch or Affiliate on its behalf. 


  

	 	(f)	 Save as mentioned in paragraph (e) above, a Substitute Affiliate Lender will be treated as a Lender for
all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.




  
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	 	(g)	 A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in
writing to the Agent and the Company provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender
the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender. 



 

	33.10	 Maintenance of Register 



The Agent, acting solely for this purpose as agent for the Borrowers, shall maintain at one of its offices a register for the recordation of
the names and addresses of the Lenders, and the principal and interest amount owing to each Lender, pursuant to the terms hereof from time to time (the “Register”). Any transfer or assignment pursuant to this Clause 33 shall be
effective only upon recordation of such transfer in the Register, and the Borrowers may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The right to the principal of, and interest on, the loan facility may be transferred or assigned only if such transfer or assignment is recorded in the Register. The Register shall be available for inspection by the Company
and any Lender, at any reasonable time upon reasonable prior notice. 
  

	34.	 CHANGES TO THE OBLIGORS 



 

	34.1	 Assignment and transfers by Obligors 



No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents. 

 

	34.2	 Additional Borrowers 



 

	 	(a)	 Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 30.6 (“Know your
customer” checks), the Company may request that any of its wholly-owned Subsidiaries becomes a Borrower. That Subsidiary shall become a Borrower if: 


  


	 	(i)	 if all the Lenders under the relevant Facility under which that Subsidiary will become a Borrower approve the
addition of that Subsidiary; 


  

	 	(ii)	 subject to the Guarantee Principles, that Subsidiary also becomes a Guarantor; 



 

	 	(iii)	 the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Letter;



  

	 	(iv)	 the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an
Additional Borrower; and 


  

	 	(v)	 the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions
Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. 



  
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	 	(b)	 The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form
and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent). 


  

	 	(c)	 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent
gives the notification described in paragraph (b) 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. 


  

	34.3	 Resignation of a Borrower 



 

	 	(a)	 The Company may request that a Borrower ceases to be a Borrower by delivering to the Agent a Resignation
Letter. 


  

	 	(b)	 The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:



  

	 	(i)	 no Default is continuing or would result from the acceptance of the Resignation Letter; and



  

	 	(ii)	 the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents.



  

	 	(c)	 Upon notification by the Agent to the Company of its acceptance of the resignation of a Borrower, that company
shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents as a Borrower. 


  

	34.4	 Additional Guarantors 



 

	 	(a)	 Subject to compliance with the provisions of paragraphs (b)) and (c) of Clause 30.6 (“Know your
customer” checks), the Company may request that any of its wholly-owned Subsidiaries become a Guarantor. 


  

	 	(b)	 A member of the Group shall become an Additional Guarantor if: 



 

	 	(i)	 the Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession
Letter; and 


  

	 	(ii)	 the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions
Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. 


  

	 	(c)	 The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form
and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent). 



  
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	 	(d)	 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent
gives the notification described in paragraph (c) 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. 


  

	 	(e)	 Any limitations on the scope of the Additional Guarantor’s obligations agreed with the Agent and set out
in an Accession Letter shall take effect in accordance with these terms. 


  

	34.5	 Resignation of a Guarantor 



 

	 	(a)	 In this Clause 34.5, “Third Party Disposal” means the disposal of an Obligor to a person which
is not a member of the Group. 


  

	 	(b)	 The Company may request that a Guarantor (other than the Company or Anheuser-Busch) ceases to be a Guarantor by
delivering to the Agent a Resignation Letter. 


  

	 	(c)	 The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:



  

	 	(i)	 the Guarantor is an Original Guarantor and the Super Majority Lenders have consented to the resignation of that
Guarantor; or 


  

	 	(ii)	 that Guarantor is not an Original Guarantor and the Majority Lenders have consented to the resignation of that
Guarantor; or 


  

	 	(iii)	 that Guarantor is being disposed of by way of a Third Party Disposal or is the subject of a Permitted
Reorganisation; and 


  

	 	(A)	 no Default is continuing or would result from the acceptance of the Resignation Letter or, in the case of a
disposal of a Guarantor, no Default exists on the date on which the obligation to dispose of such Guarantor is entered into; and 


  

	 	(B)	 no payment is due from the Guarantor under Clause 28.1 (Guarantee and indemnity). 



 

	 	(d)	 The Guarantor shall cease to be a Guarantor upon notification by the Agent to the Company of its acceptance of
the resignation of a Guarantor or, where such resignation is made in connection with a Third Party Disposal and provided that the conditions in (A) to (B) above are satisfied, on the date on which the relevant Third Party Disposal is
consummated. 



  
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	34.6	 Repetition of Representations 



Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in
relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing. 
  

	35.	 ROLE OF THE AGENT, THE ARRANGERS, THE ISSUING BANK AND OTHERS 



 

	35.1	 Appointment of the Agent 



 

	 	(a)	 Each of the Arrangers, the Lenders and the Issuing Bank appoints the Agent to act as its agent under and in
connection with the Finance Documents. 


  

	 	(b)	 Each of the Arrangers, the Lenders and the Issuing Bank authorises the Agent to exercise the rights, powers,
authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. 



 

	35.2	 Duties of the Agent 



 

	 	(a)	 Subject to paragraph (b) below, the Agent shall promptly forward to a Party the original or a copy of any
document which is delivered to the Agent for that Party by any other Party. 


  

	 	(b)	 Without prejudice to Clause 33.7 (Copy of Transfer Certificate or Increase Confirmation to Company),
paragraph (a) above shall not apply to any Transfer Certificate or any Increase Confirmation. 


  

	 	(c)	 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check
the adequacy, accuracy or completeness of any document it forwards to another Party. 


  

	 	(d)	 If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that
the circumstance described is a Default, it shall promptly notify the other Finance Parties. 


  

	 	(e)	 If the Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangers) under this Agreement it shall promptly notify the other Finance Parties. 



 

	 	(f)	 The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.



  

	 	(g)	 The Agent shall, if so requested by the Company from time to time, provide to the Company a list (which may be
in electronic form) setting out the names of the Lenders, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to
be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to
and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance
Documents. 



  
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	35.3	 Role of the Arrangers 



Except as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in
connection with any Finance Document. 
  

	35.4	 No fiduciary duties 



 

	 	(a)	 Nothing in this Agreement constitutes the Agent, the Arrangers and/or the Issuing Bank as a trustee or
fiduciary of any other person. 


  

	 	(b)	 None of the Agent, the Arrangers or the Issuing Bank shall be bound to account to any Lender for any sum or the
profit element of any sum received by it for its own account. 


  

	35.5	 Business with the Group 



The Agent, the Arrangers and the Issuing Bank may accept deposits from, lend money to and generally engage in any kind of banking or other
business with any member of the Group. 
  

	35.6	 Rights and discretions 



 

	 	(a)	 The Agent and the Issuing Bank may: 



 

	 	(i)	 rely on any representation, communication, notice or document believed by it to be genuine, correct and
appropriately authorised; 


  

	 	(ii)	 assume that: 


  

	 	(A)	 any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given
in accordance with the terms of the Finance Documents; and 


  

	 	(B)	 unless it has received notice of revocation, that those instructions have not been revoked; and



  

	 	(iii)	 rely on a certificate from any person: 



 

	 	(A)	 as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that
person; or 


  

	 	(B)	 to the effect that such person approves of any particular dealing, transaction, step, action or thing,




  
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 as sufficient evidence that that is the case and, in the case of paragraph (A) above,
may assume the truth and accuracy of that certificate. 
  

	 	(b)	 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders)
that: 


  

	 	(i)	 no Default has occurred (unless it has actual knowledge of a Default arising under Clause 32.1 (Non-payment)); 


  

	 	(ii)	 any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;
and 


  

	 	(iii)	 any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the
consent and knowledge of all the Obligors. 


  

	 	(c)	 The Agent and the Issuing Bank may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts. 


  

	 	(d)	 The Agent and the Issuing Bank may act in relation to the Finance Documents through its officers, employees and
agents. 


  

	 	(e)	 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under
this Agreement. 


  

	 	(f)	 Without prejudice to the generality of paragraph (d) above, the Agent may disclose the identity of a
Defaulting Lender to the other Lenders and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. 


  

	 	(g)	 Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Arrangers
or the Issuing Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. 



 

	 	(h)	 Notwithstanding any provision of any Finance Document to the contrary, none of the Agent or the Issuing Bank is
obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the
repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. 


  

	35.7	 Majority Lenders’ instructions 



 

	 	(a)	 Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power,
authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as
Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. 



  
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	 	(b)	 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will
be binding on all the Finance Parties. 


  

	 	(c)	 The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if
appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. 



 

	 	(d)	 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act
(or refrain from taking action) as it considers to be in the best interest of the Lenders. 


  

	 	(e)	 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent)
in any legal or arbitration proceedings relating to any Finance Document. 


  

	35.8	 Responsibility for documentation 



None of the Agent, the Arrangers or the Issuing Bank is responsible or liable for: 

 

	 	(a)	 the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent,
the Arrangers, the Issuing Bank, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document; or 


  

	 	(b)	 the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document. 


  

	35.9	 No duty to monitor 



The Agent shall not be bound to enquire: 
  

	 	(a)	 whether or not any Default has occurred; 



 

	 	(b)	 as to the performance, default or any breach by any Party of its obligations under any Finance Document; or



  

	 	(c)	 whether any other event specified in any Finance Document has occurred. 



  
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	35.10	 Exclusion of liability 



 

	 	(a)	 Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of
Clause 38.11 (Disruption to Payment Systems etc.)), neither the Agent nor the Issuing Bank will be liable for: 


  

	 	(i)	 any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a
result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct; 



 

	 	(ii)	 exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with,
any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or



  

	 	(iii)	 without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any
person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) arising as a result of: 


  

	 	(A)	 any act, event or circumstance not reasonably within its control; or 



 

	 	(B)	 the general risks of investment in, or the holding of assets in, any jurisdiction, 



including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of:
nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption
Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. 

 

	 	(b)	 No Party (other than the Agent or the Issuing Bank) may take any proceedings against any officer, employee or
agent of the Agent or the Issuing Bank (as applicable), in respect of any claim it might have against the Agent or the Issuing Bank (as applicable) or in respect of any act or omission of any kind by that officer, employee or agent in relation to
any Finance Document and any officer, employee or agent of the Agent or the Issuing Bank (as applicable) may rely on this Clause subject to Clause 1.6 (Third party rights) and the provisions of the Third Parties
Act. 


  

	 	(c)	 The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount
required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by
the Agent for that purpose. 


  

	 	(d)	 Nothing in this Agreement shall oblige the Agent or the Arrangers to carry out: 



 

	 	(i)	 any “know your customer” or other checks in relation to any person; or 



  
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	 	(ii)	 any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any
Lender, 


 on behalf of any Lender and each Lender confirms to the Agent and the Arrangers that it is solely responsible
for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers. 
  

	 	(e)	 Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability,
any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which
the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits,
goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages. 



 

	35.11	 Lenders’ indemnity to the Agent 



Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total
Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever)
incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 38.11 (Disruption to Payment Systems etc.) notwithstanding the
Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor
pursuant to a Finance Document). 
  

	35.12	 Resignation of the Agent 



 

	 	(a)	 The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as
successor by giving notice to the other Finance Parties and the Company. 


  

	 	(b)	 Alternatively the Agent may resign by giving notice to the other Finance Parties and the Company, in which case
the Majority Lenders (after consultation with the Company) may appoint a successor Agent. 


  

	 	(c)	 If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within
thirty days after notice of resignation was given, the Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom, Luxembourg or Belgium). 



 

	 	(d)	 The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and
provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. 



  
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	 	(e)	 The Agent’s resignation notice shall only take effect upon the appointment of a successor.



  

	 	(f)	 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in
respect of the Finance Documents but shall remain entitled to the benefit of this Clause 35 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Its successor and each of the
other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. 


  

	 	(g)	 The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use
reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents,
either: 


  

	 	(i)	 the Agent fails to respond to a request under Clause 23.7 (FATCA Information) and the Company or a
Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; 


  

	 	(ii)	 the information supplied by the Agent pursuant to Clause 23.7 (FATCA Information) indicates that the
Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or 


  

	 	(iii)	 the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA
Exempt Party on or after that FATCA Application Date; 


 and (in each case) the Company or a Lender reasonably believes
that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign. 

 

	35.13	 Replacement of the Agent 



 

	 	(a)	 After consultation with the Company, the Majority Lenders may, by giving 30 days’ written notice to the
Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom, Luxembourg or Belgium).



  

	 	(b)	 The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the
Lenders), make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.




  
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	 	(c)	 The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority
Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 35 (and any agency fees for the account
of the retiring Agent shall cease to accrue from (and shall be payable on) that date). 


  

	 	(d)	 Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as
they would have had if such successor had been an original Party. 


  

	35.14	 Resignation of the Issuing Bank 



 

	 	(a)	 The Issuing Bank may resign and appoint a successor Issuing Bank with the prior consent of the Agent and the
beneficiary of each Letter of Credit issued by the retiring Issuing Bank by giving notice to the Company and the Agent. 


  

	 	(b)	 The resignation of the Issuing Bank and the appointment of any successor Issuing Bank will both become
effective only when the successor Issuing Bank notifies all the Parties and the beneficiary of each Letter of Credit issued by the retiring Issuing Bank that it accepts its appointment. Upon giving the notification the successor Issuing Bank will
succeed to the position of the Issuing Bank and the term “Issuing Bank” will mean the successor Issuing Bank. 


  

	 	(c)	 The retiring Issuing Bank must, at its own cost: 



 

	 	(i)	 make available to the successor Issuing Bank those documents and records and provide any assistance as the
successor Issuing Bank may reasonably request for the purposes of performing its functions as the Issuing Bank under the Finance Documents; and 


  

	 	(ii)	 enter into and deliver to the successor Issuing Bank those documents and effect any registrations as may be
required for the transfer or assignment of all of its rights and benefits under the Finance Documents to the successor Issuing Bank. 


  

	 	(d)	 Upon its resignation becoming effective, this Clause will continue to benefit the retiring Issuing Bank in
respect of any action taken or not taken by it in connection with the Finance Documents while it was the Issuing Bank, and, subject to paragraph (c) above, it will have no further obligations under any Finance Document. 



 

	35.15	 Confidentiality 



 

	 	(a)	 In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division
which shall be treated as a separate entity from any other of its divisions or departments. 



  
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	 	(b)	 If information is received by another division or department of the Agent, it may be treated as confidential to
that division or department and the Agent shall not be deemed to have notice of it. 


  

	 	(c)	 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the
Arrangers are obliged to disclose to any other person any information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or a breach of a fiduciary duty or duty of confidentiality. 



 

	35.16	 Relationship with the Lenders 



The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has
received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement. 
  

	35.17	 Credit appraisal by the Lenders and Issuing Bank 



Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document,
each Lender confirms to the Agent, the Arrangers and the Issuing Bank that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any
Finance Document including but not limited to: 
  

	 	(a)	 the financial condition, status and nature of each member of the Group; 



 

	 	(b)	 the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; 


  

	 	(c)	 whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its
respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with
any Finance Document; and 


  

	 	(d)	 the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other
person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any
Finance Document. 


  

	35.18	 Role of Reference Banks 



 

	 	(a)	 No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.




  
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	 	(b)	 No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document,
or for any Reference Bank Quotation, unless caused by its fraud, gross negligence or wilful misconduct. 


  

	 	(c)	 No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or
agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank
Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 35.17 subject to Clause 1.6 (Third party rights) and the provisions of the Third Parties Act. 



 

	35.19	 Third party Reference Banks 



A Reference Bank which is not a Party may rely on Clause 35.17 (Role of Reference Banks), Clause 44.2 (Exceptions) and Clause 45
(Confidentiality of Funding Rates and Reference Bank Quotations), subject to Clause 1.6 (Third party rights) and the provisions of the Third Parties Act. 
  

	35.20	 Deduction from amounts payable by the Agent 



If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not
exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance
Documents that Party shall be regarded as having received any amount so deducted. 
  

	36.	 CONDUCT OF BUSINESS BY THE FINANCE PARTIES 



No provision of this Agreement will: 
  

	 	(a)	 interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it
thinks fit; 


  

	 	(b)	 oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or
the extent, order and manner of any claim; or 


  

	 	(c)	 oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any
computations in respect of Tax. 


  

	37.	 SHARING AMONG THE FINANCE PARTIES 



 

	37.1	 Payments to Finance Parties 



If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance
with Clause 38 (Payment Mechanics) and applies that amount to a payment due under the Finance Documents then: 
  

	 	(a)	 the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to
the Agent; 



  
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	 	(b)	 the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance
Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 38 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to
the receipt, recovery or distribution; and 


  

	 	(c)	 the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an
amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 38.6
(Partial payments). 


  

	37.2	 Redistribution of payments 



The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other
than the Recovering Finance Party) in accordance with Clause 38.6 (Partial payments). 
  

	37.3	 Recovering Finance Party’s rights 



 

	 	(a)	 On a distribution by the Agent under Clause 37.2 (Redistribution of payments), the Recovering Finance
Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution. 


  

	 	(b)	 If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph
(a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. 



 

	37.4	 Reversal of redistribution 



If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then: 
  

	 	(a)	 each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 37.2
(Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary
to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and 



 

	 	(b)	 that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled
and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed. 


  

	37.5	 Exceptions 


  

	 	(a)	 This Clause 37 shall not apply to the extent that the Recovering Finance Party would not, after making any
payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor. 



  
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	 	(b)	 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering
Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if: 


  

	 	(i)	 it notified the other Finance Party of the legal or arbitration proceedings; and 



 

	 	(ii)	 the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not
do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. 


  

	38.	 PAYMENT MECHANICS 



 

	38.1	 Payments to the Agent 



 

	 	(a)	 On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that
Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of
transactions in the relevant currency in the place of payment. 


  

	 	(b)	 Payment shall be made to such account in the principal financial centre of the country of that currency (or, in
relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies. 


  

	38.2	 Distributions by the Agent 



Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 38.3 (Distributions to an
Obligor) and Clause 38.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its
Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro,
in the principal financial centre of a Participating Member State or London, as specified by that Party). 
  

	38.3	 Distributions to an Obligor 



The Agent may (with the consent of the Obligor or in accordance with Clause 39 (Set-Off))
apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to
be so applied. 
  

	38.4	 Clawback 


  

	 	(a)	 Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged
to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. 



  
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	 	(b)	 If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually
received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date
of receipt by the Agent, calculated by the Agent to reflect its cost of funds. 


  

	38.5	 Impaired Agent 



 

	 	(a)	 If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a
payment under the Finance Documents to the Agent in accordance with Clause 38.1 (Payments to the Agent) may instead either pay that amount direct to the required participant or pay that amount to an interest-bearing account held with an
Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and
designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.



  

	 	(b)	 If, at any time, the Agent becomes an Impaired Agent, the Company will following a request by any Lender
provide to such Lender as soon as reasonably practicable the then most recent list of Lenders received from the Agent pursuant to paragraph (f) of Clause 35.2 (Duties of the Agent). 



 

	 	(c)	 All interest accrued on the amount standing to the credit of the account shall be for the benefit of the
beneficiaries of the trust account pro rata to their respective entitlements. 


  

	 	(d)	 A Party which has made a payment in accordance with this Clause 38.5 shall be discharged of the relevant
payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account. 


  

	 	(e)	 Promptly upon the appointment of a successor Agent in accordance with Clause 35.13 (Replacement of the
Agent), each Party which has made a payment in accordance with this Clause 38.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the
successor Agent for distribution in accordance with Clause 38.2 (Distributions by the Agent). 



  
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	38.6	 Partial payments 



 

	 	(a)	 If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an
Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: 



 

	 	(i)	 first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the
Issuing Bank under the Finance Documents; 


  

	 	(ii)	 secondly, in or towards payment pro rata of any accrued interest, fee or commission due but
unpaid under this Agreement; 


  

	 	(iii)	 thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement and
any amount due but unpaid under Clause 7.1 (Immediately payable) and Clause 7.3 (Indemnities); and 


  

	 	(iv)	 fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance
Documents. 


  

	 	(b)	 The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to
(iv) above. 


  

	 	(c)	 Paragraphs (a) and (b) above will override any appropriation made by an Obligor. 



 

	38.7	 Set-off by Obligors 



 

	 	(a)	 All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and
free and clear of any deduction for) set-off (including, for purposes of Luxembourg law, legal set-off) or counterclaim. 



 

	 	(b)	 Notwithstanding paragraph (a) above, each Obligor may set off any amount due and payable by it to a
Defaulting Lender against any amount due and payable by the Defaulting Lender to that Obligor, in each case under the Finance Documents. 


  

	 	(c)	 The Obligor will notify the Agent and the Defaulting Lender as soon as practicable and in no event later than
the date falling one Business Day prior to the due date for payment of the relevant amount by that Obligor that it intends to exercise a right of set off in accordance with paragraph (b) above and shall provide to the Agent and the Defaulting
Lender reasonable computations in relation thereto. 


  

	38.8	 Business Days 



 

	 	(a)	 Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day
in the same calendar month (if there is one) or the preceding Business Day (if there is not). 


  

	 	(b)	 During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest
is payable on the principal or Unpaid Sum at the rate payable on the original due date. 



  
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	38.9	 Currency of account 



 

	 	(a)	 Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any
sum due from an Obligor under any Finance Document. 


  

	 	(b)	 A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the
currency in which that Utilisation or Unpaid Sum is denominated on its due date. 


  

	 	(c)	 Each payment of interest shall be made in the currency in which the sum in respect of which the interest is
payable was denominated when that interest accrued. 


  

	 	(d)	 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses
or Taxes are incurred. 


  

	 	(e)	 Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other
currency. 


  

	38.10	 Change of currency 



 

	 	(a)	 Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised
by the central bank of any country as the lawful currency of that country, then: 


  

	 	(i)	 any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the
currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and 



 

	 	(ii)	 any translation from one currency or currency unit to another shall be at the official rate of exchange
recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably). 


  

	 	(b)	 If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting
reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.



  

	38.11	 Disruption to Payment Systems etc. 



If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a
Disruption Event has occurred: 
  

	 	(a)	 the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing
with the Company such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances; 



  
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	 	(b)	 the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph
(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; 


  

	 	(c)	 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above
but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; 


  

	 	(d)	 any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a
Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 44 (Amendments and Waivers); 



 

	 	(e)	 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for
negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause
38.11; and 


  

	 	(f)	 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



  

	39.	 SET-OFF 



If an Event of Default has occurred and is continuing, a Finance Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are
in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 

 

	40.	 NOTICES 


  

	40.1	 Communications in writing 



Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be
made by fax or letter. 
  

	40.2	 Addresses 



The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection with the Finance Documents is: 
  

	 	(a)	 in the case of the Company: 



 

					
		 	Address:	 	Anheuser-Busch InBev SA/NV, Brouwerijplein 1, B-3000 Leuven, Belgium
			
		 	Fax number:	 	+32 (0)1 650 66 70
			
		 	E-mail:	 	Alexandre.Bueno@ab-inbev.com and Daniel.Strothe@ab-inbev.com
			
		 		 	Attention: Alexandre Bueno and Daniel Strothe


  
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	 	(b)	 in the case of each Lender, the Issuing Bank or any other Obligor, that notified in writing to the Agent on or
prior to the date on which it becomes a Party; and 


  

	 	(c)	 in the case of the Agent: 



 

			
	Address:	  	 BNP Paribas Fortis SA/NV
 Warandeberg 3
(1KA1D)
 1000 Brussels

		
	Fax number:	  	+32 2 565 26 94
		
	E-mail:	  	 benjamin.nihon@bnpparibasfortis.com

diego.zeijlstra@bnpparibasfortis.com

		
	Attention:	  	Benjamin Nihon, Head of Agency BrusselsDiego Zeijlstra, Agency Relationship Manager

 or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the
Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days notice. 
  

	40.3	 Delivery 


  

	 	(a)	 Any communication or document made or delivered by one person to another under or in connection with the
Finance Documents will only be effective: 


  

	 	(i)	 if by way of fax, when received in legible form; or 



 

	 	(ii)	 if by way of letter, when it has been left at the relevant address or five Business Days after being deposited
in the post postage prepaid in an envelope addressed to it at that address, 


 and, if a particular department or officer
is specified as part of its address details provided under Clause 40.2 (Addresses), if addressed to that department or officer. 
  

	 	(b)	 Any communication or document to be made or delivered to the Agent will be effective only when actually
received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).



  

	 	(c)	 All notices from or to an Obligor shall be sent through the Agent. 



  
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	 	(d)	 Any communication or document made or delivered to the Company in accordance with this Clause 40.3 will be
deemed to have been made or delivered to each of the Obligors. 


  

	 	(e)	 Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above,
after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day. 


  

	40.4	 Notification of address and fax number 



Promptly upon receipt of notification of an address, and fax number or change of address or fax number pursuant to Clause 40.2
(Addresses) or changing its own address or fax number, the Agent shall notify the other Parties. 
  

	40.5	 Communication when Agent is Impaired Agent 



If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other
directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to
or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed. 
  

	40.6	 Electronic communication 



 

	 	(a)	 Any communication or document to be made or delivered by one Party to another under or in connection with the
Finance Documents may be made or delivered by either encrypted or unencrypted electronic mail or other electronic means, if those two Parties: 


  

	 	(i)	 notify each other in writing of their electronic mail address and/or any other information required to enable
the sending and receipt of information by that means; and 


  

	 	(ii)	 notify each other of any change to their address or any other such information supplied by them by not less
than five Business Days’ notice. 


  

	 	(b)	 Any such electronic communication or delivery as specified in paragraph (a) above to be made between an
Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery. 



 

	 	(c)	 Any such electronic communication or document as specified in paragraph (a) above made or delivered by one
Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Agent only if it is addressed in such a manner as the
Agent shall specify for this purpose. 


  

	 	(d)	 Any electronic communication or document which becomes effective, in accordance with paragraph (c) above,
after 5:00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purposes of this Agreement shall be deemed only to become effective on the following day.




  
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	 	(e)	 Any reference in a Finance Document to a communication being sent or received or a document being delivered
shall be construed to include that communication or document being made available in accordance with this Clause 40.6. 


  

	40.7	 English language 



 

	 	(a)	 Any notice given under or in connection with any Finance Document must be in English. 



 

	 	(b)	 All other documents provided under or in connection with any Finance Document must be: 



 

	 	(i)	 in English; or 


  

	 	(ii)	 if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this
case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 


  

	41.	 CALCULATIONS AND CERTIFICATES 



 

	41.1	 Accounts 



In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts
maintained by a Finance Party are prima facie evidence of the matters to which they relate. 
  

	41.2	 Certificates and determinations 



Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error,
conclusive evidence of the matters to which it relates. 
  

	41.3	 Day count convention and interest calculation 



 

	 	(a)	 Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated
on the basis of the actual number of days elapsed and a year of 360 days (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice). 



 

	 	(b)	 Subject to paragraph (c) below, the amount of interest, commission or fee which accrues in respect of any
day during an Interest Period for a Compounded Rate Loan (or of any amount equal to that interest, commission or fee) shall be rounded to 2 decimal places. 



  
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	 	(c)	 To the extent that an Interest Period for a Compounded Rate Loan contains any Block Rounding Period:



  

	 	(i)	 the aggregate amount of any accrued interest, commission or fee which accrues in respect of each Block Rounding
Period (or of any amount equal to that interest, commission or fee) shall be rounded to 2 decimal places; and 


  

	 	(ii)	 the amount of interest, commission or fee which accrues in respect of each day in a Block Rounding Period (or
of any amount equal to that interest, commission or fee) shall (to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose), be calculated without
rounding. 


  

	 	(d)	 To the extent that an RFR Banking Day “bd” during an Interest Period for a Compounded Rate
Loan is followed by a day during that Interest Period which is not an RFR Banking Day, the period from, and including, that RFR Banking Day “bd” up to, but excluding, the following RFR Banking Day shall be a “Block Rounding
Period” for the purposes of this Agreement. 


  

	42.	 PARTIAL INVALIDITY 



If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any
jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 

 

	43.	 REMEDIES AND WAIVERS 



No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall
operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or
partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies
provided by law. 
  

	44.	 AMENDMENTS AND WAIVERS 



 

	44.1	 Required consents 



 

	 	(a)	 Subject to Clause 44.2 (Exceptions) and Clause 44.3 (Other exceptions) any term of the Finance
Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties. 



 

	 	(b)	 The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 44.



  

	 	(c)	 Each Obligor agrees to any such amendment or waiver permitted by this Clause 44 which is agreed to by the
Company. This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors. 



  
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	44.2	 Exceptions 


  

	 	(a)	 Subject to Clause 44.5 (Changes to reference rates), an amendment or waiver of any term of any Finance
Document that has the effect of changing or which relates to: 


  

	 	(i)	 the definitions of “Majority Lenders”, “Super Majority Lenders” or “Margin” in
Clause 1.1 (Definitions); 


  

	 	(ii)	 an extension to the date of payment of any amount under the Finance Documents; 



 

	 	(iii)	 a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;



  

	 	(iv)	 an increase in or an extension of any Commitment or the Total Commitments; 



 

	 	(v)	 a change to the Borrowers or Guarantors other than in accordance with Clause 34 (Changes to the
Obligors); 


  

	 	(vi)	 any provision which expressly requires the consent of all the Lenders; 



 

	 	(vii)	 Clause 2.3 (Finance Parties’ rights and obligations), Clause 33 (Changes to the
Lenders), Clause 37 (Sharing among the Finance Parties) or this Clause 44, 


 shall not be made without
the prior consent of all the Lenders. 
  

	44.3	 Other exceptions 



An amendment or waiver which relates to the rights or obligations of the Agent, the Arrangers, the Issuing Bank or a Reference Bank (each in
their capacity as such) may not be effected without the consent of the Agent, the Arrangers, the Issuing Bank or that Reference Bank, as the case may be. 
  

	44.4	 Replacement of Lender 



 

	 	(a)	 If at any time: 


  

	 	(i)	 any Lender becomes a Non-Consenting Lender (as defined in paragraph
(d) below; 


  

	 	(ii)	 any Lender declines an Extension Request pursuant to Clause 5.6 (Extension Option);



  

	 	(iii)	 an Obligor becomes obliged to repay any amount in accordance with Clause 16.1 (Illegality) or
Clause 16.2 (Illegality in relation to Issuing Bank) or to pay additional amounts pursuant to Clause 21.3 (Market disruption), Clause 24 (Increased Costs), Clause 23.2 (Tax
gross-up) or Clause 23.3 (Tax indemnity) to any Lender; or 



  
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	 	(iv)	 any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or
other person having similar powers or any winding-up, dissolution or administration; 



then the Company may, on five Business Days’ prior written notice to the Agent and that Lender, replace that Lender (together with any
Affiliate of that Lender) by requiring that Lender and that Affiliate to (and that Lender and that Affiliate shall) transfer pursuant to Clause 33 (Changes to the Lenders) all (and not part only) of its rights and obligations under this
agreement to an Eligible Institution (a “Replacement Lender”) selected by the Company, and which is acceptable to the Agent (acting reasonably) and (in the case of any transfer of a Revolving Facility Commitment), the Issuing Bank,
which confirms its willingness to assume and does assume all the obligations of the transferring Lender and transferring Affiliate (including the assumption of the transferring Lender’s participations on the same basis as the transferring
Lender) in accordance with Clause 33 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s and such Affiliate’s
participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. 

 

	 	(b)	 The replacement of a Lender pursuant to this Clause 44.3 shall be subject to the following conditions:



  

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



 

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



  

	 	(iii)	 in the event of a replacement of a Non-Consenting Lender such
replacement must take place no later than 30 Business Days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to agree to any consent, waiver or amendment to
the Finance Documents requested by the Company; 


  

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


  

	 	(v)	 the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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. 



 

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



  
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	 	(d)	 In the event that: 


  

	 	(i)	 the Company or the Agent (at the request of the Company) has requested the Lenders to consent to a waiver or
amendment of any provisions of the Finance Documents; 


  

	 	(ii)	 the waiver or amendment in question requires the consent of all the Lenders; and 



 

	 	(iii)	 the Super Majority Lenders have given their consent, 



then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a
“Non-Consenting Lender”. 
  

	44.5	 Changes to reference rates 



 

	 	(a)	 Subject to Clause 44.3 (Other exceptions), if a Published Rate Replacement Event has occurred in
relation to any Published Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to: 


  

	 	(i)	 providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published
Rate; and 


  

	 	(ii)	 


  

	 	(A)	 aligning any provision of any Finance Document to the use of that Replacement Reference Rate;



  

	 	(B)	 enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement
(including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); 


  

	 	(C)	 implementing market conventions applicable to that Replacement Reference Rate; 



 

	 	(D)	 providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or



  

	 	(E)	 adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic
value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body,
the adjustment shall be determined on the basis of that designation, nomination or recommendation), 


 may be made with
the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company. 

  
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	 	(b)	 An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on
a Compounded Rate Loan in any currency under this Agreement to any recommendation of a Relevant Nominating Body which: 


  

	 	(i)	 relates to the use of an RFR for that currency on a compounded basis in the international or any relevant
domestic syndicated loan markets; and 


  

	 	(ii)	 is issued on or after the 2021 Amendment and Restatement Date, 



may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company. 

 

	 	(c)	 In this Clause 44.5: 



“Published Rate” means €STR, the Federal Funds Rate, an RFR or the Screen Rate for any Quoted Tenor. 

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

 

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


  

	 	(b)	 


  

	 	(i)	 


  

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


  

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



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

 

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


  

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



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


  

	 	(v)	 in the case of the Screen Rate for any Quoted Tenor for LIBOR, the supervisor of the administrator of that
Screen Rate makes a public announcement or publishes information: 


  

	 	(A)	 stating that that Screen Rate for that Quoted Tenor is no longer, or as of a specified future date will no
longer be, representative of the underlying market and the economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and 



 

	 	(B)	 with awareness that any such announcement or publication will engage certain triggers for fallback provisions
in contracts which may be activated by any such pre-cessation announcement or publication; 


  

	 	(c)	 the administrator of that Published Rate (or the administrator of an interest rate which is a constituent
element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either: 



 

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


  

	 	(ii)	 that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than
ten Business Days; or 


  

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


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

“Replacement Reference Rate” means a reference rate which is: 

 

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



  

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


  

	 	(ii)	 any Relevant Nominating Body, 



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

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


  

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



  

	44.6	 Amendments to sustainability provisions 



Any amendment or waiver which relates to the definition of “Sustainability Performance Targets” or any of the definitions or targets
used therein (or the method of calculation of any of the KPIs) shall be subject to the consent of the Majority Lenders (including, for the avoidance of doubt, any amendment or waiver relating to any GHG Protocol Amendments), save to the extent such
amendment or waiver amends the quantum of the Sustainability Discounts or the Sustainability Premium, in which case the written consent of all Lenders shall be required with respect to such change only. 

 

	44.7	 Disenfranchisement of Defaulting Lenders 



 

	 	(a)	 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: 



 

	 	(i)	 the Majority Lenders; or 



 

	 	(ii)	 whether any given percentage (including for the avoidance of doubt unanimity) of the Total Commitments or Total
Revolving Facility Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, 



that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments. 

 

	 	(b)	 For the purposes of this Clause 44.5, the Agent may assume that the following Lenders are Defaulting Lenders:



  

	 	(i)	 any Lender which has notified the Agent that it has become a Defaulting Lender; or 



 

	 	(ii)	 any Lender in relation to which it is aware that any of the events of circumstances referred to in paragraphs
(a), (b) or (c) of the definition of “Defaulting Lender” has occurred, 


 unless it has received notice to
the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender. 

  
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	44.8	 Excluded Commitments 



If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other
vote of Lenders under the terms of this Agreement within 15 Business Days (unless the Company and the Agent agree to a longer time period in relation to any request) of that request being made: 

 

	 	(a)	 its Commitment shall not be included for the purpose of calculating the Total Commitments under the Facilities
when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and 



 

	 	(b)	 its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any
specified group of Lenders has been obtained to approve that request. 


  

	44.9	 Replacement of a Defaulting Lender 



 

	 	(a)	 The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 5 Business
Days’ prior written notice to the Agent and such Lender: 


  

	 	(i)	 replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 33
(Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; or 


  

	 	(ii)	 require such Lender to (and such Lender shall) transfer pursuant to Clause 33 (Changes to the Lenders)
all its rights and obligations under this Agreement with respect to all its unfunded participations in any Letters of Credit outstanding to the extent that those participations are not due and payable by it under this Agreement,



 to an Eligible Institution (a “Replacement Lender”) selected by the Company, and which is acceptable
to the Agent (acting reasonably) and (in the case of any transfer of a Revolving Facility Commitment) to the Issuing Bank, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the
transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender). 

 

	 	(b)	 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the
following conditions: 


  

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



 

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


  

	 	(iii)	 the transfer must take place no later than 30 days after the notice referred to in paragraph (a) above;
and 



  
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	 	(iv)	 in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the
fees received by the Defaulting Lender pursuant to the Finance Documents. 


  

	45.	 QFC STAY RULES 



 

	45.1	 Acknowledgement regarding any Supported QFCs 



 

	 	(a)	 To the extent that the Finance Documents provide support, through a guarantee or otherwise, for any agreement
or instrument that is a QFC (such support “QFC Credit Support” and each such QFC, a “Supported QFC”) the Parties acknowledge and agree as follows with respect to the resolution power of the US Federal Deposit
Insurance Corporation under the US Federal Deposit Insurance Act and Title II of the US Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “US Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support. 


  

	 	(b)	 In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)
becomes subject to a proceeding under a US Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any
rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the US Special Resolution Regime if the Supported QFC and such QFC
Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States of America or a state of the United States of America. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a US Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the US Special Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States of America or a state of
the United States of America. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the Parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a
Supported QFC or any QFC Credit Support. 


  

	 	(c)	 As used in this Clause 45, the following terms have the following meanings: 



 

	 	(i)	 “BHC Act Affiliate” of a Party means an “affiliate” (as such term is defined under,
and interpreted in accordance with, section 2(k) of the US Bank Holding Company Act of 1956 (12 U.S.C. 1841(k))) of such Party. 



  
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	 	(ii)	 “Covered Entity” means any of the following: 



 

	 	(A)	 a “covered entity” as that term is defined in, and interpreted in accordance with, section 252.82(b)
of Title 12 of the US Code of Federal Regulations (12 C.F.R. § 252.82(b)); 


  

	 	(B)	 a “covered bank” as that term is defined in, and interpreted in accordance with section 47.3(b) of
Title 12 of the US Code of Federal Regulations (12 C.F.R. § 47.3(b)); or 


  

	 	(C)	 a “covered FSI” as that term is defined in, and interpreted in accordance with, section 382.2(b) of
Title 12 of the US Code of Federal Regulations (12 C.F.R. § 382.2(b)). 


  

	 	(iii)	 “Default Right” has the meaning assigned to that term in, and shall be interpreted in
accordance with, sections 252.81, 47.2 or 382.1 (as applicable) of Title 12 of the US Code of Federal Regulations (12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable). 



 

	 	(iv)	 “QFC” has the meaning assigned to the term “qualified financial contract” in, and
shall be interpreted in accordance with, section 210 of the US Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 5390(c)(8)(D)). 


  

	46.	 CONFIDENTIAL INFORMATION  



 

	46.1	 Confidentiality  



Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by
Clause 46.2 (Disclosure of Confidential Information) and Clause (d) (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply
to its own confidential information. 
  

	46.2	 Disclosure of Confidential Information 



Any Finance Party may disclose: 
  

	 	(a)	 to any of its Affiliates and any of its or their officers, directors, employees, professional advisers,
auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its
confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the
confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; 


  

	 	(b)	 to any person: 


  

	 	(i)	 to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights
and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person’s Affiliates, Representatives and professional advisers; 



  
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	 	(ii)	 with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that
person’s Affiliates, Representatives and professional advisers; 


  

	 	(iii)	 appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive
communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf; 


  

	 	(iv)	 who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or
indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above; 


  

	 	(v)	 to whom information is required or requested to be disclosed by any court of competent jurisdiction or any
governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; 



 

	 	(vi)	 to whom information is required to be disclosed in connection with, and for the purposes of, any litigation,
arbitration, administrative or other investigations, proceedings or disputes; 


  

	 	(vii)	 to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so)
pursuant to Clause 33.8 (Security over Lenders’ rights); 


  

	 	(viii)	 for the purpose of obtaining credit risk insurance with respect to any Obligor, the Group or the Finance
Documents, 


  

	 	(ix)	 who is a Party; or 


  

	 	(x)	 with the consent of the Company; 



in each case, such Confidential Information as that Finance Party shall consider appropriate if: 

 

	 	(A)	 in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information
is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the
confidentiality of the Confidential Information; 


  

	 	(B)	 in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has
entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive
information; and 



  
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	 	(C)	 in relation to paragraphs (b)(v), (b)(vi), (b)(vii) and (b)(viii) above, the person to whom the Confidential
Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance
Party, it is not practicable so to do in the circumstances; and 


  

	 	(c)	 to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies
to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may
be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality
agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party;
and 


  

	 	(d)	 to any rating agency (including its professional advisers) such Confidential Information as may be required to
be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential
nature and that some or all of such Confidential Information may be price-sensitive information. 


  

	46.3	 Disclosure to numbering service providers 



 

	 	(a)	 Any Finance Party may disclose to any national or international numbering service provider appointed by that
Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information: 



 

	 	(i)	 names of Obligors; 


  

	 	(ii)	 country of domicile of Obligors; 



 

	 	(iii)	 place of incorporation of Obligors; 



 

	 	(iv)	 date of this Agreement; 



 

	 	(v)	 Clause 51 (Governing Law); 



 

	 	(vi)	 the names of the Agent and the Arrangers; 



 

	 	(vii)	 date of each amendment and restatement of this Agreement; 



  
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	 	(viii)	 amounts of, and names of, the Facilities (and any tranches); 



 

	 	(ix)	 amount of Total Revolving Facility Commitments; 



 

	 	(x)	 currencies of the Facilities; 



 

	 	(xi)	 type of Facilities; 


  


	 	(xii)	 ranking of Facilities; 



 

	 	(xiii)	 Final Termination Date for the Facilities; 



 

	 	(xiv)	 changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and



  

	 	(xv)	 such other information agreed between such Finance Party and the Company, 



to enable such numbering service provider to provide its usual syndicated loan numbering identification services. 

 

	 	(b)	 The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities
and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.



  

	 	(c)	 The Company represents that none of the information set out in paragraphs (i) to (xv) of paragraph
(a) above is, nor will at any time be, unpublished price-sensitive information. 


  

	46.4	 Entire agreement 



This Clause 45 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the
Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information. 
  

	46.5	 Inside information 



Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the
use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any
unlawful purpose. 

  
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	46.6	 Notification of disclosure 



Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company: 

 

	 	(a)	 of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause
46.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and 



 

	 	(b)	 upon becoming aware that Confidential Information has been disclosed in breach of this Clause 45.



  

	46.7	 Continuing obligations 



The obligations in this Clause 45 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period
of twelve months from the earlier of: 
  

	 	(a)	 the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid
in full and all Commitments have been cancelled or otherwise cease to be available; and 


  

	 	(b)	 the date on which such Finance Party otherwise ceases to be a Finance Party. 



 

	47.	 CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS 



 

	47.1	 Confidentiality and disclosure 



 

	 	(a)	 The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank
Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below. 


  

	 	(b)	 The Agent may disclose: 



 

	 	(i)	 any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower
pursuant to Clause 19.10 (Notification) or Clause 13.3 (Interest on Euro Swingline Loans); and 


  

	 	(ii)	 any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration
services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality
agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or
Reference Bank, as the case may be. 



  
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	 	(c)	 The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any
Funding Rate, to: 


  

	 	(i)	 any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors,
partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information
except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of
confidentiality in relation to it; 


  

	 	(ii)	 any person to whom information is required or requested to be disclosed by any court of competent jurisdiction
or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to
be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not
practicable to do so in the circumstances; 


  

	 	(iii)	 any person to whom information is required to be disclosed in connection with, and for the purposes of, any
litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be
price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and 



 

	 	(iv)	 any person with the consent of the relevant Lender or Reference Bank, as the case may be.



  

	 	(d)	 The Agent’s obligations in this Clause 45 relating to Reference Bank Quotations are without prejudice to
its obligations to make notifications under Clause 19.10 (Notification) or Clause 13.3 (Interest on Euro Swingline Loans) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any
individual Reference Bank Quotation as part of any such notification. 


  

	47.2	 Related obligations 



 

	 	(a)	 The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Reference
Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to
use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose. 



  
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	 	(b)	 The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender
or Reference Bank, as the case may be: 


  

	 	(i)	 of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 47.1 (Confidentiality
and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and 



 

	 	(ii)	 upon becoming aware that any information has been disclosed in breach of this Clause 45. 



 

	47.3	 No Event of Default 



No Event of Default will occur under Clause 32.2 (Other obligations) by reason only of an Obligor’s failure to comply with this
Clause 45. 
  

	48.	 COUNTERPARTS 



Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were
on a single copy of the Finance Document. 
  

	49.	 USA PATRIOT ACT 



Each Lender hereby notifies each Obligor that such Lender, pursuant to the USA Patriot Act, will obtain, verify and record information
specified under the USA Patriot Act that identifies such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identify such Obligor in accordance with the USA Patriot Act. 

 

	50.	 CONTRACTUAL RECOGNITION OF BAIL-IN 



 

	 	(a)	 Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding
between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant
Resolution Authority and acknowledges and accepts to be bound by the effect of: 


  

	 	(i)	 any Bail-In Action in relation to any such liability, including
(without limitation): 


  

	 	(A)	 a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but
unpaid interest) in respect of any such liability; 



  
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	 	(B)	 a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be
issued to, or conferred on, it; and 


  

	 	(C)	 a cancellation of any such liability; and 



 

	 	(ii)	 a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability. 


  

	 	(b)	 In this Agreement: 



“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of
credit institutions and investment firms. 
 “Bail-In Action” means the exercise of
any Write-down and Conversion Powers. 
 “Bail-In Legislation” means: 

 

	 	(a)	 in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD,
the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; 


  

	 	(b)	 in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or
regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and 


  

	 	(c)	 in relation to the United Kingdom, the UK Bail-In Legislation.



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

 “EU Bail-In Legislation Schedule” means the document described as such and
published by the Loan Market Association (or any successor person) from time to time. 
 “Resolution Authority” means any
body which has authority to exercise any Write-down and Conversion Powers. 
 “UK Bail-In
Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or
their affiliates (otherwise than through liquidation, administration or other insolvency proceedings). 
 “Write-down and Conversion
Powers” means: 
  

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



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


  

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



  

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



  

	 	(c)	 in relation to any UK Bail-In Legislation: 



 

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



  

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



  

	51.	 GOVERNING LAW 



This Agreement and all non-contractual obligations arising from or in connection with it are governed
by English law. 
  

	52.	 ENFORCEMENT 


  

	52.1	 Jurisdiction of English courts 



 

	 	(a)	 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with
this Agreement (including a dispute relating to non contractual obligations arising from or in connection with this Agreement or a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).




  
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	 	(b)	 The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes
and accordingly no Party will argue to the contrary. 


  

	 	(c)	 Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions. 



 

	52.2	 Service of process 



 

	 	(a)	 Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an
Obligor incorporated in England and Wales): 


  

	 	(i)	 irrevocably appoints TMF Corporate Services Limited as its agent for service of process in relation to any
proceedings before the English courts in connection with any Finance Document; and 


  

	 	(ii)	 agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not
invalidate the proceedings concerned. 


  

	 	(b)	 If any person appointed as an agent for service of process is unable for any reason to act as agent for service
of process, the Company (on behalf of all the Obligors) must immediately (and in any event within ten days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this
purpose. 


  

	 	(c)	 Each Obligor expressly agrees and consents to the provisions of this Clause 52 and Clause 51 (Governing
Law). 


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

  
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 SCHEDULE 1 

THE 2021 AMENDMENT AND RESTATEMENT DATE PARTIES 

PART 1 
 THE BORROWERS

  

					
	 Name of Borrower
	  	 Jurisdiction of Incorporation
	  	 Registration No. or equivalent

	The Company	  	Belgium	  	0417.497.106
			
	Anheuser-Busch InBev Worldwide Inc.	  	Delaware, U.S.	  	Tax identification number 90-0421412
			
	Cobrew NV/SA	  	Belgium	  	0428.975.372

 PART 2 

THE GUARANTORS 
  

					
	 Name of Guarantor
	  	 Jurisdiction of Incorporation
	  	 Registration No. or equivalent

	The Company	  	Belgium	  	0417.497.106
			
	Anheuser-Busch InBev Worldwide Inc.	  	Delaware, U.S.	  	Tax identification number 90-0421412
			
	Anheuser-Busch Companies, LLC	  	Delaware, U.S.	  	Tax identification number 90-0427472
			
	Anheuser-Busch InBev Finance Inc.	  	Delaware, U.S.	  	File number 5253080
			
	Brandbrew S.A.	  	Luxembourg	  	B75.696
			
	Brandbev S.à r.l	  	Luxembourg	  	B80.984
			
	Cobrew NV/SA	  	Belgium	  	0428.975.372


  
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 PART 3A 

THE 2021 AMENDMENT AND RESTATEMENT DATE LENDERS 
  

			
	 Name of 2021 Amendment and Restatement Date Lenders
	  	 Revolving Facility Commitment (USD)

	Australia And New Zealand Banking Group Limited	  	[***]
		
	Banco Santander, S.A., New York Branch	  	[***]
		
	Bank of America Europe Designated Activity Company	  	[***]
		
	Barclays Bank PLC	  	[***]
		
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	  	[***]
		
	BNP Paribas Fortis SA/NV	  	[***]
		
	Citibank, N.A., London Branch	  	[***]
		
	Commerzbank Aktiengesellschaft, Filiale Luxemburg	  	[***]
		
	Deutsche Bank Luxembourg S.A.	  	[***]
		
	HSBC Bank USA, National Association	  	[***]
		
	ING Belgium SA/NV	  	[***]
		
	Intesa Sanpaolo Bank Luxembourg S.A., Amsterdam Branch	  	[***]
		
	J.P. Morgan AG	  	[***]
		
	Mizuho Bank Europe N.V.	  	[***]
		
	Morgan Stanley Bank N.A.	  	[***]
		
	MUFG Bank, Ltd.	  	[***]
		
	Coöperatieve Rabobank U.A., New York Branch	  	[***]
		
	Société Générale S.A., Brussels Branch	  	[***]
		
	Standard Chartered Bank	  	[***]


  
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	 Name of 2021 Amendment and Restatement Date Lenders
	  	 Revolving Facility Commitment (USD)

	Sumitomo Mitsui Banking Corporation	  	[***]
		
	The Toronto-Dominion Bank	  	[***]
		
	The Bank of New York Mellon	  	[***]
		
	National Westminster Bank plc	  	[***]
		
	U.S. Bank National Association	  	[***]
		
	UniCredit S.p.A.	  	[***]
		
	Wells Fargo Bank, National Association	  	[***]
		
	Total:	  	10,100,000,000


  
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 PART 3B 

THE DOLLAR SWINGLINE LENDERS 
  

			
	 Name of Original Dollar Swingline Lender
	  	 Dollar Swingline Commitment (USD)

	Australia And New Zealand Banking Group Limited	  	[***]
		
	Banco Santander, S.A., New York Branch	  	[***]
		
	Bank of America, N.A	  	[***]
		
	Barclays Bank PLC	  	[***]
		
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	  	[***]
		
	BNP Paribas Fortis SA/NV	  	[***]
		
	Citibank, N.A., London Branch	  	[***]
		
	Commerzbank Aktiengesellschaft, Filiale Luxemburg	  	[***]
		
	Deutsche Bank Luxembourg S.A.	  	[***]
		
	HSBC Bank USA, National Association	  	[***]
		
	ING Belgium SA/NV	  	[***]
		
	Intesa Sanpaolo Bank Luxembourg S.A., Amsterdam Branch	  	[***]
		
	J.P. Morgan AG	  	[***]
		
	Mizuho Bank, Ltd., New York Branch	  	[***]
		
	Morgan Stanley Bank N.A.	  	[***]
		
	MUFG Bank, Ltd.	  	[***]
		
	Coöperatieve Rabobank U.A., New York Branch	  	[***]
		
	Société Générale S.A., Brussels Branch	  	[***]
		
	Standard Chartered Bank	  	[***]
		
	Sumitomo Mitsui Banking Corporation	  	[***]


  
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	 Name of Original Dollar Swingline Lender
	  	 Dollar Swingline Commitment (USD)

	The Toronto-Dominion Bank	  	[***]
		
	The Bank of New York Mellon	  	[***]
		
	National Westminster Bank plc	  	[***]
		
	U.S. Bank National Association	  	[***]
		
	UniCredit S.p.A.	  	[***]
		
	Wells Fargo Bank, National Association	  	[***]
		
	Total:	  	3,000,000,000


  
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 PART 3C 

THE EURO SWINGLINE LENDERS 
  

			
	 Name of Original Euro Swingline Lender
	  	 Euro Swingline Commitment (EUR)

	Australia And New Zealand Banking Group Limited	  	[***]
		
	Banco Santander, S.A., New York Branch	  	[***]
		
	Bank of America Europe Designated Activity Company	  	[***]
		
	Barclays Bank PLC	  	[***]
		
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	  	[***]
		
	BNP Paribas Fortis SA/NV	  	[***]
		
	Citibank, N.A., London Branch	  	[***]
		
	Commerzbank Aktiengesellschaft, Filiale Luxemburg	  	[***]
		
	Deutsche Bank Luxembourg S.A.	  	[***]
		
	HSBC Bank USA, National Association	  	[***]
		
	ING Belgium SA/NV	  	[***]
		
	Intesa Sanpaolo Bank Luxembourg S.A., Amsterdam Branch	  	[***]
		
	J.P. Morgan AG	  	[***]
		
	Mizuho Bank Europe N.V.	  	[***]
		
	Morgan Stanley Bank N.A.	  	[***]
		
	MUFG Bank, Ltd.	  	[***]
		
	Coöperatieve Rabobank U.A., New York Branch	  	[***]
		
	Société Générale S.A., Brussels Branch	  	[***]
		
	Standard Chartered Bank	  	[***]
		
	Sumitomo Mitsui Banking Corporation	  	[***]


  
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	 Name of Original Euro Swingline Lender
	  	 Euro Swingline Commitment (EUR)

	The Toronto-Dominion Bank	  	[***]
		
	The Bank of New York Mellon	  	[***]
		
	National Westminster Bank plc	  	[***]
		
	U.S. Bank National Association	  	[***]
		
	UniCredit S.p.A.	  	[***]
		
	Wells Fargo Bank, National Association	  	[***]
		
	Total:	  	2,000,000,000


  
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 PART 4 

THE ARRANGERS 
  

			
	 Name of Arranger
	  	 Role

	Australia And New Zealand Banking Group Limited	  	Arranger
		
	Banco Santander, S.A., New York Branch	  	Mandated lead arranger and bookrunner
		
	Bank of America Europe Designated Activity Company	  	Mandated lead arranger and bookrunner
		
	Barclays Bank PLC	  	Mandated lead arranger and bookrunner
		
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	  	Lead arranger
		
	BNP Paribas Fortis SA/NV	  	Mandated lead arranger and bookrunner
		
	Citibank, N.A., London Branch	  	Mandated lead arranger and bookrunner
		
	Commerzbank Aktiengesellschaft, Filiale Luxemburg	  	Lead arranger
		
	Deutsche Bank Luxembourg S.A.	  	Mandated lead arranger and bookrunner
		
	HSBC Bank USA, National Association	  	Lead arranger
		
	ING Belgium SA/NV	  	Mandated lead arranger and bookrunner
		
	Intesa Sanpaolo Bank Luxembourg S.A., Amsterdam Branch	  	Mandated lead arranger
		
	J.P. Morgan AG	  	Mandated lead arranger and bookrunner
		
	Mizuho Bank Europe N.V.	  	Mandated lead arranger and bookrunner
		
	Morgan Stanley Senior Funding, Inc.	  	Arranger
		
	MUFG Bank, Ltd.	  	Mandated lead arranger and bookrunner
		
	Coöperatieve Rabobank U.A., New York Branch	  	Mandated lead arranger
		
	Société Générale S.A., Brussels Branch	  	Mandated lead arranger and bookrunner
		
	Standard Chartered Bank	  	Arranger
		
	Sumitomo Mitsui Banking Corporation	  	Mandated lead arranger and bookrunner


  
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	 Name of Arranger
	  	 Role

	The Toronto-Dominion Bank	  	Mandated lead arranger
		
	The Bank of New York Mellon	  	Arranger
		
	National Westminster Bank plc	  	Mandated lead arranger
		
	U.S. Bank National Association	  	Arranger
		
	UniCredit S.p.A.	  	Lead arranger
		
	Wells Fargo Bank, National Association	  	Mandated lead arranger


  
 - 191 - 













 SCHEDULE 2 

CONDITIONS PRECEDENT 

PART 1 
 CONDITIONS
PRECEDENT TO INITIAL UTILISATION1 
 Original Obligors 

 

	1.	 A copy of the constitutional documents of each Original Obligor. 



 

	2.	 A copy of a resolution of the board of directors of each Original Obligor: 



 

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


  

	 	(b)	 authorising a specified person or persons to execute the Finance Documents to which it is a party on its
behalf; and 


  

	 	(c)	 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices
(including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. 



 

	3.	 A specimen of the signature of each person authorised by the resolution referred to in paragraph 2 above.



  

	4.	 A certificate of the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate,
the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded. 


  

	5.	 A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document
relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 



Guarantors 
  

	6.	 Notwithstanding the principles set out in Schedule 8 (Guarantee Principles), a duly completed and
executed Accession Letter from each company listed as a Guarantor in Part 1 of Schedule 1 (Pre-Funding Date Parties) which is not already a party to this Agreement (each such Accession Letter to
incorporate any required limitation or similar language envisaged by Clause 28.11(Guarantee limitations)). 


  

	7.	 All documents and other evidence listed in Part 2 of this Schedule in relation to each company referred to in
paragraph 6 above. 


  

	1 	 Note: Conditions Precedent were satisfied in full in 2010.




  
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 Finance Documents 
  

	8.	 This Agreement, duly executed by the parties to it. 



 

	9.	 Each Fee Letter, duly executed by the parties to it. 



Legal opinions 
  

	10.	 A legal opinion of Allen & Overy LLP, legal advisers to the Arrangers and the Agent in England.



  

	11.	 A legal opinion of Allen & Overy S.C.S, legal advisers to the Arrangers and the Agent in Luxembourg.



  

	12.	 A legal opinion of Clifford Chance Brussels, legal advisers to the Company and the Belgian Obligors in Belgium.



  

	13.	 A legal opinion of Allen & Overy Brussels, legal advisers to the Arrangers and the Agent in Belgium.



  

	14.	 A legal opinion of Sullivan & Cromwell LLP, legal advisers to the Company and the Obligors in the
United States of America. 


 Financial condition 
  

	15.	 The Original Financial Statements. 



Other documents and evidence 
  

	16.	 Evidence satisfactory to the Agent that each Lender has carried out and is satisfied with the results of all
“know your customer” or other similar checks required in respect of the Original Obligors. 


  

	17.	 A detailed list of Security created by a member of the Group over its assets on or after 31 December 2009.



  

	18.	 A detailed list of Financial Indebtedness incurred by a member of the Group (including the Anheuser-Busch
Group) prior to the Signing Date. 


  

	19.	 Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 22 (Fees) and
Clause 27 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date. 


  

	20.	 Written instructions from the Relevant Borrower of each Loan to be made on the Funding Date (which instructions
may be included in the relevant Utilisation Request) to the Agent requesting the Agent to credit the proceeds of such Loans to an account of the agent under the Existing Credit Facilities for application in or towards repayment of amounts
outstanding under the Existing Credit Facilities. 


  

	21.	 If the aggregate amount of Loans requested on the Funding Date are less than the amounts outstanding under the
Existing Credit Facilities, evidence that all excess amounts outstanding under the Existing Credit Facilities will be repaid on the Funding Date. 



  
 - 193 - 














	22.	 Draft forms of such notices or other documents as may be required to be submitted or executed to effect a
release of the Existing Notes/Bonds Guarantors from their obligations as guarantors under the Existing Notes/Bonds in accordance with the terms of the Existing Notes/Bonds in the agreed form. 



 

	23.	 Evidence of the Company’s Credit Ratings. 



  
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 PART 2 

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR 

 

	1.	 An Accession Letter, duly executed by the Additional Obligor and the Company. 



 

	2.	 A copy of the constitutional documents of the Additional Obligor. 



 

	3.	 A copy of a resolution of the board of directors or managers (or equivalent management body) of the Additional
Obligor: 


  

	 	(a)	 approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents
and resolving that it execute the Accession Letter; 


  

	 	(b)	 to the extent relevant, determining, and motivating the reasons of that determination, that it, as Obligor, has
a corporate benefit justifying the assumption of any obligations it has pursuant to Clause 28 (Guarantee and Indemnity); 


  

	 	(c)	 authorising a specified person or persons to execute the Accession Letter on its behalf; and



  

	 	(d)	 authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and
notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents. 



 

	4.	 Where appropriate, an up to date extract from the relevant trade and companies register for the Additional
Obligor. 


  

	5.	 A copy of a resolution of the general meeting of shareholders of each Dutch Additional Obligor approving the
terms of, and the transactions contemplated by, the Finance Documents to which it is (or will become) a party. 


  

	6.	 To the extent applicable or required pursuant to its constitutional documents, a copy of a resolution of the
supervisory directors of each Dutch Additional Obligor approving the terms of, and the transactions contemplated by, the Finance Documents to which it is (or will become) a party. 



 

	7.	 An unconditional positive works council advice (advies) of any competent works council in respect of the
transactions contemplated by the Finance Documents to which a Dutch Additional Obligor is (or will become) a party. 


  

	8.	 A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.



  

	9.	 A copy of a resolution signed by all the holders of the issued shares in each Additional Guarantor, approving
the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party (where required under applicable law). 



  
 - 195 - 














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


  


	11.	 To the extent applicable, a copy of the resolution of the managing body of the shareholders of each Luxembourg
Additional Obligor approving the resolutions taken as a shareholder of that Additional Obligor. 


  

	12.	 A copy of a negative certificate (certifcat de non-insciption
d’une décision judiciaire) and a copy of an excerpt (extrait) issued by the Luxembourg Trade and Companies Register in respect of each Luxembourg Additional Obligor dated, in each case, no more that one day prior to the date
of the relevant Accession Letter. 


  

	13.	 A certificate of the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate,
the Total Commitments by the Additional Obligor would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 


  

	14.	 A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in
this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter. 


  

	15.	 A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be
necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 



 

	16.	 If available, the latest audited financial statements of the Additional Obligor. 



 

	17.	 A legal opinion of Allen & Overy LLP, legal advisers to the Arrangers and the Agent in England.



  

	18.	 If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of
the legal advisers to the Arrangers and the Agent (or, if it is market practice in the relevant jurisdiction, legal advisers to the Additional Obligor) in the jurisdiction in which the Additional Obligor is incorporated. 



 

	19.	 If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence
that the process agent specified in Clause 52.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor 



  
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 SCHEDULE 3 

REQUESTS 
 PART 1 

UTILISATION REQUEST—LOANS 
  

			
	From:	  	[Borrower]
		
	To:	  	[Agent]

 Dated: 
 Dear Sirs

 Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement
have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 


  

	2.	 We wish to borrow a Loan on the following terms: 



 

			
	 (a)   Borrower:
	  	[•]
		
	 (b)   Proposed Utilisation Date:
	  	[•] (or, if that is not a Business Day, the next Business Day)
		
	 (c)   Facility to be utilised:
	  	Revolving Facility
		
	 (d)   Currency of Loan:
	  	[•]
		
	 (e)   Amount:
	  	[•] or, if less, the Available Facility
		
	 (f)   Interest Period
	  	[•]

  

	3.	 We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Facilities
Agreement is satisfied on the date of this Utilisation Request. 


  

	4.	 [The proceeds of this Loan should be credited to [account]]. 



 

	5.	 This Utilisation Request is irrevocable. 



 

	
	Yours faithfully
	
	   

	authorised signatory for
	[insert name of Borrower]


  
 - 197 - 













 NOTES: 
  

	*	 Select the Facility to be utilised and delete references to the other Facilities. 



  
 - 198 - 













 PART 2 

UTILISATION REQUEST—LETTERS OF CREDIT 
  

			
	From:	  	[Borrower]
		
	To:	  	[Agent]

 Dated: 
 Dear Sirs

 Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement
have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 


  

	2.	 We wish to arrange for a Letter of Credit to be issued by the Issuing Bank specified below (which has agreed to
do so) on the following terms: 


  

			
	 (a)   Borrower:
	  	[•]
		
	 (b)   Issuing Bank:
	  	[•]
		
	 (c)   Proposed Utilisation Date:
	  	[•] (or, if that is not a Business Day, the next Business Day)
		
	 (d)   Facility to be utilised:
	  	Revolving Facility
		
	 (e)   Currency of Letter of Credit:
	  	[•]
		
	 (f)   Amount:
	  	[•] or, if less, the Available Facility in relation to the Revolving Facility
		
	 (g)   Term:
	  	[•]

  

	3.	 We confirm that each condition specified in paragraph (c) of Clause 6.5 (Issue of Letters of
Credit) of the Facilities Agreement is satisfied on the date of this Utilisation Request. 


  

	4.	 We attach a copy of the proposed Letter of Credit. 



 

	5.	 This Utilisation Request is irrevocable (unless the Issuing Bank otherwise agrees). 



 

	
	Yours faithfully,
	
	   

	authorised signatory for
	[insert name of Relevant Borrower]


  
 - 199 - 













 PART 3 

UTILISATION REQUEST—DOLLAR SWINGLINE LOANS 
  

			
	From:	  	[Borrower]
		
	To:	  	[Agent]

 Dated 
 Dear Sirs 

Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement
have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 


  

	2.	 We wish to borrow a Dollar Swingline Loan on the following terms: 



 

			
	 (a)   Proposed Utilisation Date:
	  	[•] (or, if that is not a New York Business Day, the next New York Business Day)
		
	 (b)   Facility to be utilised:
	  	Dollar Swingline Facility
		
	 (c)   Amount:
	  	US$[•] or, if less, the Available Dollar Swingline Facility
		
	 (d)   Interest Period:
	  	[•]

  

	3.	 We confirm that each condition specified in paragraph (b) of Clause 9.3 (Dollar Swingline Lenders’
participation) of the Facilities Agreement is satisfied on the date of this Utilisation Request. 


  

	4.	 The proceeds of this Dollar Swingline Loan should be credited to [account]. 



 

	5.	 This Utilisation Request is irrevocable. 



 

	
	Yours faithfully,
	
	   

	authorised signatory for
	[insert name of relevant Borrower]


  
 - 200 - 













 PART 4 

UTILISATION REQUEST—EURO SWINGLINE LOANS 
  

			
	From:	  	[Borrower]
		
	To:	  	[Agent]

 Dated: 
 Dear Sirs 

Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement
have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 


  

	2.	 We wish to borrow a Euro Swingline Loan on the following terms: 



 

			
	 (a)   Proposed Utilisation Date:
	  	[•] (or, if that is not a [Euro Swingline Business Day], the next [Euro Swingline Business Day])
		
	 (b)   Facility to be utilised:
	  	Euro Swingline Facility
		
	 (c)   Amount:
	  	Euro [•] or, if less, the Available Euro Swingline Facility
		
	 (d)   Interest Period:
	  	[•]

  

	3.	 We confirm that each condition specified in paragraph (b) of Clause 12.3 (Euro Swingline Lenders’
participation) of the Facilities Agreement is satisfied on the date of this Utilisation Request. 


  

	4.	 The proceeds of this Euro Swingline Loan should be credited to [account]. 



 

	5.	 This Utilisation Request is irrevocable. 



 

	
	Yours faithfully,
	
	   

	authorised signatory for
	[insert name of relevant Borrower]


  
 - 201 - 













 PART 5 

FORM OF TRANSFER CERTIFICATE 
  

	To:	 [Agent] 


  

	From:	 [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New
Lender”) 


 Dated: 

Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is a Transfer Certificate. Terms defined in the Facilities Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 


  

	2.	 We refer to Clause 33.5 (Procedure for transfer) of the Facilities Agreement: 



 

	 	(a)	 The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation
all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 33.5 (Procedure for transfer) of the Facilities Agreement. 



 

	 	(b)	 The proposed Transfer Date is [•]. 



 

	 	(c)	 The Facility Office and address, fax number and attention details for notices of the New Lender for the
purposes of Clause 40.2 (Addresses) of the Facilities Agreement are set out in the Schedule. 


  

	3.	 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in
paragraph (c) of Clause 33.4 (Limitation of responsibility of Existing Lenders) of the Facilities Agreement. 


  

	4.	 The New Lender confirms that it [is]/[is not] a Non-Acceptable L/C
Lender. 


  

	5.	 The New Lender confirms that it [is]/[is not] incorporated, having its place of effective management, or acting
through a Facility Office or office, as the case may be, located in a Non-Cooperative Jurisdiction. 


  

	6.	 The New Lender confirms (for the benefit of the Agent and without liability to any Obligor) that:



  

	 	(a)	 in respect of a Belgian Obligor, it is: 



 

	 	(i)	 [a Belgian Qualifying Lender (other than a Belgian Treaty Lender)]; 



 

	 	(ii)	 [a Belgian Treaty Lender]; or 



 

	 	(iii)	 [not a Belgian Qualifying Lender]. 



  
 - 202 - 














	 	(b)	 in respect of a Luxembourg Obligor, it is: 



 

	 	(i)	 [a Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender);] 



 

	 	(ii)	 [a Luxembourg Treaty Lender]; or 



 

	 	(iii)	 [not a Luxembourg Qualifying Lender]. 



 

	 	(c)	 in respect of an Obligor tax resident in the US, it is: 



 

	 	(i)	 [a US Qualifying Lender (other than a US Treaty Lender)]; 



 

	 	(ii)	 [a US Treaty Lender]; or 



 

	 	(iii)	 [not a US Qualifying Lender.] 



 

	7.	 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the
signatures on the counterparts were on a single copy of this Transfer Certificate. 


  

	8.	 This Transfer Certificate is governed by English law. 



  
 - 203 - 













 THE SCHEDULE 

Commitment/rights and obligations to be transferred 

[insert relevant details] 

[Facility Office address, fax number and attention details for notices and account details for payments,] 

 

			
	[Existing Lender]	  	[New Lender]
		
	By:	  	By:

 This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [•]. 

[Agent] 
 By: 

  
 - 204 - 













 SCHEDULE 4 

FORM OF ACCESSION LETTER 
  

	To:	 [Agent] 


  

	From:	 [Subsidiary] and Anheuser-Busch InBev SA/NV 



Dated: 
 Dear Sirs 

Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is an Accession Letter. Terms defined in the Facilities Agreement
have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. 


  

	2.	 [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the
Facilities Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause [34.2 (Additional Borrowers)]/[Clause 34.4 (Additional Guarantors)] of the Facilities Agreement. [Subsidiary] is a company duly incorporated under the
laws of [name of relevant jurisdiction] and is a limited liability company and registered number [•]. 


  

	3.	 [Subsidiary’s] administrative details are as follows: 



Address: 
 Fax
No.:     
 Attention:     
  

	4.	 This Accession Letter is governed by English law. 



[This Guarantor Accession Letter is entered into by deed.] 
  

			
	   [Company]
	  	 [Subsidiary]



  
 - 205 - 













 SCHEDULE 5 

FORM OF RESIGNATION LETTER 
  

	To:	 [Agent] 


  

	From:	 [resigning Obligor] and Anheuser-Busch InBev SA/NV 



Dated: 
 Dear Sirs 

Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement
have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter. 


  

	2.	 Pursuant to [Clause 34.3 (Resignation of a Borrower) of the Facilities Agreement]/[Clause 34.5
(Resignation of a Guarantor) of the Facilities Agreement], we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Facilities Agreement. 



 

	3.	 This letter is governed by English law. 



 

			
	 [ANHEUSER-BUSCH INBEV SA/NV]
	  	[resigning Obligor]
		
	 By:
	  	By:


  
 - 206 - 













 SCHEDULE 6 

TIMETABLES 
 PART 1

 LOANS 
  

							
	 	  	Loans in dollars	  	Loans in euro	  	Loans in an Optional Currency (other
than euro)
	Approval as an Optional Currency, if required (Clause 4.3 (Conditions relating to Optional Currencies))	  	N/A	  	N/A	  	Not later than 10.00 a.m. on the fifth Business Day prior to the desired date of the Loan
				
	Agent notifies the Company if a currency is approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating to Optional Currencies)	  	N/A	  	N/A	  	Not later than 11.00 a.m. on the fifth Business Day prior to the desired date of the Loan
				
	Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	  	Not later than 1.00 p.m. on the third Business Day prior to the desired date of the Loan	  	Not later than 1.00 p.m. on the third Business Day prior to the desired date of the Loan	  	Not later than 10.00 a.m. on the fourth Business Day prior to the desired date of the Loan
				
	Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders’ participation)	  	N/A	  	N/A	  	Not later than 11.00 a.m. on the fourth Business Day prior to the desired date of the Loan
				
	Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	  	Not later than 4.00 p.m. on the third Business Day prior to the desired date of the Loan	  	Not later than 4.00 p.m. on the third Business Day prior to the desired date of the Loan	  	Not later than 3.00 p.m. on the fourth Business Day prior to the desired date of the Loan
				
	Agent receives a notification from a Lender under Clause 14.2 (Unavailability of a currency)	  	N/A	  	Not later than 9.30 a.m. on the third Business Day prior to the desired date of the Loan	  	Not later than 9.30 a.m. on the third Business Day prior to the desired date of the Loan
				
	Agent gives notice in accordance with Clause 14.2 (Unavailability of a currency)	  	N/A	  	Not later than 3.00 p.m. on the third Business Day prior to the desired date of the Loan	  	Not later than 3.00 p.m. on the third Business Day prior to the desired date of the Loan
				
	LIBOR or EURIBOR is fixed	  	As of 11.00 a.m. on the Quotation Day	  	As of 10.00 a.m. on the Quotation Day	  	As of 10.00 a.m. on the Quotation Day
				
	Reference Bank Rate calculated by reference to available quotations in accordance with Clause 21.2 (Calculation of Reference Bank Rate).	  	Noon on the Quotation Day	  	Noon on the Quotation Day	  	Noon on the Quotation Day


  
 - 207 - 













 All times in this Schedule refer to London time. 

 

					
	“U”	 	=	  	date of utilisation
	“U-X”	 	=	  	X Business Days prior to date of utilisation


  
 - 208 - 













 PART 2 

SWINGLINE LOANS 
  

					
	 	  	 Euro Swingline

Loans
	  	 Dollar Swingline

Loans

	Delivery of a duly completed Utilisation Request for a Dollar Swingline Loan (Clause 9.1 (Delivery of a Utilisation Request for Dollar Swingline Loans))	  		  	U
9.30am
(New York time)
			
	Agent determines Federal Funds Rate under Clause 10.3 (Interest)	  		  	U
11.00am
(New York time)
			
	Agent determines the Base Currency Amount of the Dollar Swingline Loan under paragraph (d) of Clause 9.3 (Dollar Swingline Lenders’ participation) and notifies each Dollar Swingline Lender of the amount of its
participation in the Dollar Swingline Loan in accordance with paragraph (d) of Clause 9.3 (Dollar Swingline Lenders’ participation)	  		  	U
noon
(New York time)
			
	Delivery of a duly completed Utilisation Request for a Euro Swingline Loan (Clause 12.1 (Delivery of a Utilisation Request for Euro Swingline Loans))	  	U
9.30am
(Brussels time)	  	
			
	Agent determines (in relation to a Utilisation) the Base Currency Amount of the Euro Swingline Loan, if required under Clause 12.3 (Euro Swingline Lenders’ participation) and notifies each Euro Swingline Lender of
the amount of its participation in the Euro Swingline Loan under Clause 12.3 (Euro Swingline Lenders’ participation)	  	U
noon
(Brussels time)	  	

  

					
	“U”	 	=	  	date of utilisation
			
	“U-X”	 	=	  	Business Days prior to date of utilisation


  
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 PART 3 

LETTERS OF CREDIT 
  

			
	 	  	Letters of Credit
	Delivery of a duly completed Utilisation Request (Clause 6.2 (Delivery of a Utilisation Request for Letters of Credit)	  	U-5 10.00am
		
	Agent determines (in relation to a Utilisation) the Base Currency Amount of the Letter of Credit if required under paragraph (d) of Clause 6.5 (Issue of Letters of Credit) and notifies the Issuing Bank and Lenders
of the Letter of Credit in accordance with paragraph (d) of Clause 6.5 (Issue of Letters of Credit).	  	U-3 11.00am
		
	Delivery of duly completed Renewal Request in accordance with paragraph (a) of Clause 6.6	  	U-5 10.00am

  

					
	“U”	 	=	  	date of utilisation
			
	“U-X”	 	=	  	Business Days prior to date of utilisation


  
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 SCHEDULE 7 

FORM OF LETTER OF CREDIT 
  

	To:	 [Beneficiary](the “Beneficiary”) 



Date 
 Irrevocable Standby
Letter of Credit no. [•] 
 At the request of [•], [Issuing Bank] (the “Issuing Bank”) issues this irrevocable standby Letter
of Credit (“Letter of Credit”) in your favour on the following terms and conditions: 
  

	1.	 Definitions 



In this Letter of Credit: 

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in [London].* 

“Demand” means a demand for a payment under this Letter of Credit in the form of the schedule to this Letter of Credit. 

“Expiry Date” means [•]. 

“Total L/C Amount” means [•]. 
  

	2.	 Issuing Bank’s agreement 



 

	 	(a)	 The Beneficiary may request a drawing or drawings under this Letter of Credit by giving to the Issuing Bank a
duly completed Demand. A Demand must be received by the Issuing Bank by no later than [•] p.m. ([London] time) on the Expiry Date. 


  

	 	(b)	 Subject to the terms of this Letter of Credit, the Issuing Bank unconditionally and irrevocably undertakes to
the Beneficiary that, within [ten] Business Days of receipt by it of a Demand, it must pay to the Beneficiary the amount demanded in that Demand. 


  

	 	(c)	 The Issuing Bank will not be obliged to make a payment under this Letter of Credit if as a result the aggregate
of all payments made by it under this Letter of Credit would exceed the Total L/C Amount. 


  

	3.	 Expiry 


  

	 	(a)	 The Issuing Bank will be released from its obligations under this Letter of Credit on the date (if any)
notified by the Beneficiary to the Issuing Bank as the date upon which the obligations of the Issuing Bank under this Letter of Credit are released. 


  

	 	(b)	 Unless previously released under paragraph (a) above, on [•] p.m.([London] time) on the Expiry Date
the obligations of the Issuing Bank under this Letter of Credit will cease with no further liability on the part of the Issuing Bank except for any Demand validly presented under the Letter of Credit that remains unpaid. 



  
 - 211 - 














	 	(c)	 When the Issuing Bank is no longer under any further obligations under this Letter of Credit, the Beneficiary
must return the original of this Letter of Credit to the Issuing Bank. 


  

	4.	 Payments 



All payments under this Letter of Credit shall be made in [•] and for value on the due date to the account of the Beneficiary specified in
the Demand. 
  

	5.	 Delivery of Demand 



Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible form by the
Issuing Bank at its address and by the particular department or office (if any) as follows: 
 [•] 

 

	6.	 Assignment 



The Beneficiary’s rights under this Letter of Credit may not be assigned or transferred. 

 

	7.	 ISP 



Except to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the International
Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590. 
  

	8.	 Governing Law 



This Letter of Credit is governed by English law. 
  

	9.	 Jurisdiction 



The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter of Credit. 

Yours faithfully 
  

	
	
	   

	 [Issuing Bank]


 By: 

  
 - 212 - 













 NOTES: 
  

	*	 This may need to be amended depending on the currency of payment under the Letter of Credit.




  
 - 213 - 













 SCHEDULE 

FORM OF DEMAND 
  

	To:	 [Issuing Bank] 



[Date] 
 Dears Sirs 

Standby Letter of Credit no. [•] issued in favour of [BENEFICIARY] 

(the “Letter of Credit”) 
 We
refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when used in this Demand. 
  

	1.	 We certify that the sum of [•] is due [and has remained unpaid for at least [•] Business Days] [under
[set out underlying contract or agreement]]. We therefore demand payment of the sum of [•]. 


  

	2.	 Payment should be made to the following account: 



Name: 
 Account Number: 

Bank: 
  

	3.	 The date of this Demand is not later than the Expiry Date. 



 

					
	Yours faithfully	 		 	
			
	   
	 		 	   

	(Authorised Signatory)	 		 	(Authorised Signatory)

 For 

[BENEFICIARY] 

  
 - 214 - 













 SCHEDULE 8 

GUARANTEE PRINCIPLES 
  

	1.	 The guarantees to be provided will be given in accordance with the agreed guarantee principles set out in this
Schedule 8. This Schedule addresses the manner in which the agreed guarantee principles (the “Guarantee Principles”) will impact on the guarantees proposed to be taken in relation to the transaction contemplated by this Agreement.



  

	2.	 The Guarantee Principles embody recognition by all parties that there may be certain legal, contractual and
practical difficulties in obtaining guarantees from all Obligors in every jurisdiction in which Obligors are located. In particular: 


  

	 	(a)	 general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin
capitalisation” rules, earnings stripping and similar principles may limit the ability of a member of the Group to provide a guarantee or may require that the guarantee be limited by an amount or otherwise; the Company will use all reasonable
endeavours to assist in demonstrating that adequate corporate benefit accrues to Anheuser-Busch and each Obligor; and 


  

	 	(b)	 members of the Group will not be required to give guarantees if it would conflict with the fiduciary duties of
their directors or contravene any legal or regulatory prohibition (including, without limitation, any prohibition contained in case law) or result in a material risk of personal or criminal liability on the part of any officer provided that
the relevant Group member shall use its all reasonable endeavours to overcome any such obstacle. 



  
 - 215 - 













 SCHEDULE 9 

MATERIAL BRANDS 
 Stella Artois 

Beck’s 
 Leffe 

Jupiler 
 Hoegaarden 

Budweiser 
 Michelob 

Bud Light 
 Corona 

  
 - 216 - 













 SCHEDULE 10 

FORM OF INCREASE CONFIRMATION 
  

			
	To:	  	[•] as Agent and [Anheuser-Busch InBev SA/NV] as Company, for and on behalf of each Obligor
		
	From:	  	[the Increase Lender] (the “Increase Lender”)

 Dated: 

Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is an Increase Confirmation for the purpose of the Facilities
Agreement. Terms defined in the Facilities Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation. 



 

	2.	 We refer to Clause 2.2 (Increase) of the Facilities Agreement. 



 

	3.	 The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Revolving
Facility Commitment specified in the Schedule (the “Relevant Commitment”) as if it was an Original Lender under the Facilities Agreement. 


  

	4.	 The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to
take effect (the “Increase Date”) is [•]. 


  

	5.	 On the Increase Date, the Increase Lender becomes: 



 

	 	(a)	 Party to the Finance Documents as a Lender; and 



 

	 	(b)	 Party to [other relevant agreements in other relevant capacity]. 



 

	6.	 The Facility Office and address, fax number and attention details for notices to the Increase Lender for the
purposes of Clause 40.2 (Addresses) of the Facilities Agreement are set out in the Schedule. 


  

	7.	 The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in
paragraph (f) of Clause 2.2 (Increase) of the Facilities Agreement. 


  

	8.	 The Increase Lender confirms that it [is]/[is not] incorporated, having its place of effective management, or
acting through a Facility Office or office, as the case may be, located in a Non-Cooperative Jurisdiction. 



  
 - 217 - 














	9.	 The Increase Lender confirms (for the benefit of the Agent and without liability to any Obligor) that:



  

	 	(a)	 in respect of a Belgian Obligor, it is: 



 

	 	(i)	 [a Belgian Qualifying Lender (other than a Belgian Treaty Lender)]; 



 

	 	(ii)	 [a Belgian Treaty Lender]; or 



 

	 	(iii)	 [not a Belgian Qualifying Lender]. 



 

	 	(b)	 in respect of a Luxembourg Obligor, it is: 



 

	 	(i)	 [a Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender)]; 



 

	 	(ii)	 [a Luxembourg Treaty Lender]; or 



 

	 	(iii)	 [not a Luxembourg Qualifying Lender]. 



 

	 	(c)	 in respect of an Obligor tax resident in the US, it is: 



 

	 	(i)	 [a US Qualifying Lender (other than a US Treaty Lender)]; 



 

	 	(ii)	 [a US Treaty Lender]; or 



 

	 	(iii)	 [not a US Qualifying Lender.] 



 

	10.	 This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the
signatures on the counterparts were on a single copy of this Increase Confirmation. 


  

	11.	 This Increase Confirmation is governed by English law. 



 

	12.	 This Increase Confirmation has been entered into on the date stated at the beginning of this Increase
Confirmation. 



  
 - 218 - 













 THE SCHEDULE 

Relevant Commitment/rights and obligations to be assumed by the Increase Lender 

[insert relevant details] 

[Facility office address, fax number and attention details for notices and account details for payments] 

[Increase Lender] 
 By: 

This Increase Confirmation is accepted by the Agent and the Issuing Bank and the Increase Date is confirmed as [date]. 

 

			
	Agent	  	Issuing Bank
		
	 By:
	  	 By:



  
 - 219 - 













 SCHEDULE 11 

FORM OF EXTENSION REQUEST 
  

			
	To:	  	[•] as Agent
		
	From:	  	Anheuser-Busch InBev SA/NV as the Company
		
	Dated:	  	[•]

 Anheuser-Busch InBev SA/NV – US$10,100,000,000 Revolving Credit and Swingline 

Facilities Agreement dated 26 February 2010, as amended on 25 July 2011, as extended 

on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. This is an Extension Request. Terms defined in the Facilities Agreement
have the same meaning in this Extension Request unless given a different meaning in this Extension Request. 


  

	2.	 We request that the Applicable Final Termination Date be extended to the [First Extended Final Termination
Date/the Second Extended Final Termination Date] with effect from [•]. 


  

	3.	 This Extension Request is irrevocable. 



 

	
	Yours faithfully
	
	By:
	
	Anheuser-Busch InBev SA/NV
	
	 Authorised Signatory



  
 - 220 - 













 SCHEDULE 12 

FORM OF SUBSTITUTE FACILITY OFFICE OR SUBSTITUTE AFFILIATE 

LENDER DESIGNATION NOTICE 
  

	To:	 [•] (as Agent for itself and each of the other parties to the Agreement referred to below); and



 Anheuser-Busch InBev SA/NV as the Company 
  

	From: 	 [Designating Lender] (the “Designating Lender”) 



 

	Dated: 	 [•] 



Dear Sirs 
 Anheuser-Busch InBev SA/NV –
US$10,100,000,000 Revolving Credit and Swingline 
 Facilities Agreement dated 26 February 2010, as amended on 25 July 2011,
as extended 
 on 20 August 2013, as amended and restated on 28 August 2015 and [•] 2021 and as 

further amended from time to time (the “Facilities Agreement”) 

 

	1.	 We refer to the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this
Designation Notice. 


  

	2.	 [We hereby designate our Facility Office in [•] as a Substitute Facility Office]/[We hereby designate our
Affiliate details of which are given below as a Substitute Affiliate Lender] in respect of any Revolving Loans and Swingline Loans required to be advanced to [specify name of borrower or refer to all borrowers in a particular jurisdiction etc]
(“Designated Loans”). 


  

	3.	 [The details of the Substitute Affiliate Lender are as follows: 



Name: 
 Facility Office: 

Fax Number: 
 Attention: 

Jurisdiction of Incorporation: 
  

	4.	 By countersigning this notice below the Designated Affiliate Lender agrees to become a Designated Affiliate
Lender in respect of Designated Loans as indicated above and agrees to be bound by the terms of the Agreement accordingly.] 


  

	5.	 This Designation Notice and any non-contractual obligations arising out
of or in connection with it are governed by English law. 



  
 - 221 - 














	
	  
 For and on behalf
of

	
	[Designating Lender]
	
	 [We acknowledge and agree to the terms of the above.
  

	  
 For and on behalf
of

	
	[Substitute Affiliate Lender]]
	
	 We acknowledge the terms of the above.
  

	 
	For and on behalf of
	
	The [Agent]
	
	Dated
	
	 We acknowledge the terms of the above.
  

	 
	For and on behalf of
	
	Anheuser-Busch InBev SA/NV as Company
	
	Dated


  
 - 222 - 













 SCHEDULE 13 

COMPOUNDED RATE TERMS 

PART I 
 DOLLARS 

 

			
	CURRENCY:	  	Dollars.
		
	Definitions	  	
		
	Additional Business Days:	  	An RFR Banking Day.
		
	Business Day Conventions (definition of “Month” and Clause 20.1(e) (Non-Business Days)):	  	 (a)   If any period is expressed to accrue by reference to a Month or
any number of Months then, in respect of the last Month of that period:
  

(i)  subject to paragraph (iii) 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;

 
 (ii)  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
  

(iii)   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.

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

		
	Central Bank Rate:	  	 (a)   The short-term interest rate target set by the US Federal Open Market
Committee as published by the Federal Reserve Bank of New York from time to time; or



  
 - 223 - 














			
		
		  	 (b)   if that target is not a single figure, the arithmetic mean of:

 
 (i)  the upper bound of the
short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and
  

(ii)  the lower bound of that target range.

		
	Central Bank Rate Adjustment:	  	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean (calculated by the Agent) of the Central Bank Rate Spreads for the five most immediately
preceding RFR Banking Days for which the RFR is available.
		
	Central Bank Rate Spread:	  	 In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent of:

 
 (a)   the RFR for that RFR
Banking Day; and
  
 (b)   the
Central Bank Rate prevailing at close of business on that RFR Banking Day.

		
	Credit Adjustment Spread:	  	 In respect of any Interest Period:
  

(a)   the Credit Adjustment Spread for Dollars and for the Relevant Tenor of that Interest Period
calculated and published by Bloomberg Index Services Limited (“BISL”) (or a successor provider as approved and/or appointed by the International Swaps and Derivatives Association, Inc. (“ISDA”)), 5 RFR Banking Days
before the Rate Switch Date for Dollars; or
  

(b)   if the Credit Adjustment Spread has ceased to be published by BISL for more than 5 RFR Banking
Days by the time of the Rate Switch Date for Dollars, the last Credit Adjustment Spread for Dollars and for the Relevant Tenor of that Interest Period published by BISL for the Relevant Tenor before the Rate Switch Date for Dollars, in each case,
for the purposes of Supplement number 70 to the 2006 ISDA Definitions, as published by ISDA (final on October 23, 2020 and published and effective on January 25, 2021).



  
 - 224 - 














			
	Relevant Tenor:	  	 (a)   For any Interest Period below and up to and including one week, the Relevant
Tenor shall be one week;
  

(b)   for any Interest Period above one week and up to and including one month, the Relevant Tenor
shall be one month;
  

(c)   for any Interest Period above one month and up to and including three months, the Relevant
Tenor shall be three months; and
  

(d)   for any Interest Period above three months and up to and including six months, the Relevant
Tenor shall be six months.

		
	Daily Rate:	  	The “Daily Rate” for any RFR Banking Day is:
		
		  	 (a)   the RFR for that RFR Banking Day; or

		
		  	 (b)   if the RFR is not available for that RFR Banking Day, the percentage rate
per annum which is the aggregate of:
  

(i)  the Central Bank Rate for that RFR Banking Day; and

 
 (ii)  the applicable Central Bank
Rate Adjustment; or

		
		  	 (c)   if paragraph (b) above applies but the Central Bank Rate for that RFR
Banking Day is not available, the percentage rate per annum which is the aggregate of:
  

(i)  the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that
RFR Banking Day; and
  
 (ii)  the
applicable Central Bank Rate Adjustment,
  
 rounded, in either case, to five decimal
places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment
Spread is zero.



  
 - 225 - 














			
	Lookback Period:	  	Five RFR Banking Days.
		
	Relevant Market:	  	The market for overnight cash borrowing collateralised by US Government securities.
		
	RFR:	  	The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other
person which takes over the publication of that rate).
		
	RFR Banking Day:	  	 Any day other than:
  

(a)   a Saturday or Sunday; and

 
 (b)   a day on which the
Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.



  
 - 226 - 













 PART II 

STERLING 
  

			
	CURRENCY:	  	Sterling.
		
	Definitions	  	
		
	Additional Business Days:	  	An RFR Banking Day.
		
	Business Day Conventions (definition of “Month” and Clause 20.1(e) (Non-Business Days)):	  	 (a)   If any period is expressed to accrue by reference to a Month or
any number of Months then, in respect of the last Month of that period:
  

(i)  subject to paragraph (iii) 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;

 
 (ii)  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
  

(iii)   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.

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

		
	Central Bank Rate:	  	The Bank of England’s Bank Rate as published by the Bank of England from time to time.
		
	Central Bank Rate Adjustment:	  	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean (calculated by the Agent) of the Central Bank Rate Spreads for the five most immediately
preceding RFR Banking Days for which the RFR is available.


  
 - 227 - 














			
	Central Bank Rate Spread:	  	 In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent of:

 
 (a)   the RFR for that RFR
Banking Day; and
  
 (b)   the
Central Bank Rate prevailing at close of business on that RFR Banking Day.

		
	Credit Adjustment Spread:	  	 In respect of any Interest Period:
  

(a)   the Credit Adjustment Spread for sterling and for the Relevant Tenor of that Interest Period
calculated and published by Bloomberg Index Services Limited (“BISL”) (or a successor provider as approved and/or appointed by the International Swaps and Derivatives Association, Inc. (“ISDA”)), 5 RFR Banking Days
before the Rate Switch Date for sterling; or
  

(b)   if the Credit Adjustment Spread has ceased to be published by BISL for more than 5 RFR Banking
Days by the time of the Rate Switch Date for sterling, the last Credit Adjustment Spread for sterling and for the Relevant Tenor of that Interest Period published by BISL for the Relevant Tenor before the Rate Switch Date for sterling,

 
 in each case, for the purposes of Supplement number 70 to the 2006 ISDA Definitions, as
published by ISDA (final on October 23, 2020 and published and effective on January 25, 2021).

		
	Relevant Tenor:	  	 (a)   For any Interest Period below and up to and including one week, the Relevant
Tenor shall be one week;
  

(b)   for any Interest Period above one week and up to and including one month, the Relevant Tenor
shall be one month;
  

(c)   for any Interest Period above one month and up to and including three months, the Relevant
Tenor shall be three months; and
  

(d)   for any Interest Period above three months and up to and including six months, the Relevant
Tenor shall be six months.



  
 - 228 - 














			
	Daily Rate:	  	The “Daily Rate” for any RFR Banking Day is:
		
		  	 (a)   the RFR for that RFR Banking Day; or

		
		  	 (b)   if the RFR is not available for that RFR Banking Day, the percentage rate
per annum which is the aggregate of:
  

(i)  the Central Bank Rate for that RFR Banking Day; and

 
 (ii)  the applicable Central Bank
Rate Adjustment; or

		
		  	 (c)   if paragraph (b) above applies but the Central Bank Rate for that RFR
Banking Day is not available, the percentage rate per annum which is the aggregate of:
  

(i)  the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that
RFR Banking Day; and
  
 (ii)  the
applicable Central Bank Rate Adjustment,
  
 rounded, in either case, to four decimal
places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment
Spread is zero.

		
	Lookback Period:	  	Five RFR Banking Days.
		
	Relevant Market:	  	The sterling wholesale market.
		
	RFR:	  	The SONIA (sterling overnight index average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate.
		
	RFR Banking Day:	  	A day (other than a Saturday or Sunday) on which banks are open for general business in London.


  
 - 229 - 













 SCHEDULE 14 

DAILY NON-CUMULATIVE COMPOUNDED RFR RATE 

The “Daily Non-Cumulative Compounded RFR Rate” for any RFR Banking Day “i” during an
Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that
purpose) calculated as set out below: 
  
 



 
 where: 
 “UCCDRi” means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day “i”; 

“UCCDRi-1” means, in relation
to that RFR Banking Day “i”, the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period; 

“dcc” means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of
days in a year, that number; 
 “ni” means the number of calendar days from,
and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day; and 
 the “Unannualised Cumulative
Compounded Daily Rate” for any RFR Banking Day (the “Cumulated RFR Banking Day”) during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance
Party performing the calculation, taking into account the capabilities of any software used for that purpose): 
  
 



 
 where: 

“ACCDR” means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day; 

“tni” means the number of calendar days from, and including,
the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period; 

“Cumulation Period” means the period from, and including, the first RFR Banking Day of that Interest Period to, and including,
the Cumulated RFR Banking Day; 
 “dcc” has the meaning given to that term above; and 

  
 - 230 - 













 the “Annualised Cumulative Compounded Daily Rate” for that Cumulated RFR
Banking Day is the percentage rate per annum (rounded to five decimal places in respect of a Compounded Rate Loan in Dollars and rounded to four decimal places in respect of a Compounded Rate Loan in Sterling or any currency other than Dollars)
calculated as set out below: 
  
 



 
 where: 

“d0” means the number of RFR Banking Days in the Cumulation
Period; 
 “Cumulation Period” has the meaning given to that term above; 

“i” means a series of whole numbers from one to d0, each representing
the relevant RFR Banking Day in chronological order in the Cumulation Period; 
 “DailyRatei-LP” means, for any RFR Banking Day “i” in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable
Lookback Period prior to that RFR Banking Day “i”; 

“ni” means, for any RFR Banking Day “i” in the
Cumulation Period, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day; 

“dcc” has the meaning given to that term above; and 

“tni” has the meaning given to that term above. 

  
 - 231 - 













 SCHEDULE 15 

FORM OF SUSTAINABILITY COMPLIANCE CERTIFICATE 

To: [•] as Agent 
 From: Anheuser-Busch InBev SA/NV as
Company 
 Anheuser-Busch InBev SA/NV – Revolving Facility Agreement originally dated 26 February 2010, as amended, restated and
extended from time to time, most recently on ________________________ 2021 (the “Facility Agreement”) 
  

	1.	 We refer to the Facility Agreement. This is a Sustainability Compliance Certificate. Terms defined in the
Facility Agreement have the same meaning when used in this Sustainability Compliance Certificate unless given a different meaning herein. 


  

	2.	 We confirm that, for the financial year ended 31 December [year]: 



 

	2.1	 Total Water Use was [•] hl/hl and we have therefore [met/not met] the Total Water Use Target and paragraph
(a) of the definition of “Sustainability Performance Targets” in the Facility Agreement [has/has not] been met for that financial year; 


  

	2.2	 percentage of Recycled Content was [•] per cent. and we have therefore [met/not met] the Recycled Content
Target and paragraph (c) of the definition of “Sustainability Performance Targets” in the Facility Agreement [has/has not] been met for that financial year; 



 

	2.3	 percentage of Renewable Electricity was [•] per cent. and we have therefore [met/not met] the Renewable
Electricity Target and paragraph (d) of the definition of “Sustainability Performance Targets” in the Facility Agreement [has/has not] been met for that financial year; 



 

	2.4	 GHG Emissions was [•] Kg CO2 e/hl and we have therefore [met/not met] the GHG Emissions Target and
paragraph (b) of the definition of “Sustainability Performance Targets” in the Facility Agreement [has/has not] been met for that financial year; 



 

	3.	 We therefore confirm that the [Sustainability Discount/Sustainability Premium] is [•] per cent. and the
Margin is therefore [•] per cent. 


  

									
	Signed:	  	 	  		 	  
	 	
		  	Director	  		 	Director	 	
					
		  	of	  		 	of	 	
					
		  	Anheuser-Busch InBev SA/NV	  		 	Anheuser-Busch InBev SA/NV	 	


  
 - 232 - 













 SIGNATURES 

[Signature pages not restated] 

  
 - 233 - 













 SIGNATURES 
  

			
	The Company
	
	For and on behalf of
	ANHEUSER-BUSCH INBEV SA/NV
		
	By:	 	 /s/ Fernando Tennenbaum

	Name: Fernando Tennenbaum
	Title: Chief Financial Officer
		
	By:	 	 /s/ Alexandre Bueno

	Name: Alexandre Bueno
	Title: Global VP, Treasury


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	The Borrowers
	
	For and on behalf of
	ANHEUSER-BUSCH INBEV SA/NV
		
	By:	 	 /s/ Fernando Tennenbaum

	Name: Fernando Tennenbaum
	Title: Chief Financial Officer
		
	By:	 	 /s/ Alexandre Bueno

	Name: Alexandre Bueno
	Title: Global VP, Treasury


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	ANHEUSER-BUSCH INBEV WORLDWIDE INC.
		
	By:	 	 /s/ Margot Miller

		 	Margot Miller
		 	Authorized Signatory
		
	By:	 	 /s/ Daniel Strothe

		 	Daniel Strothe
		 	Authorized Signatory


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	COBREW SA/NV
		
	By:	 	 /s/ Fernando Tennenbaum

	Name: Fernando Tennenbaum
	Title: Chief Financial Officer
		
	By:	 	 /s/ Alexandre Bueno

	Name: Alexandre Bueno
	Title: Global VP, Treasury


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	The Guarantors
	
	For and on behalf of
	ANHEUSER-BUSCH INBEV SA/NV
		
	By:	 	 /s/ Fernando Tennenbaum

	Name: Fernando Tennenbaum
	Title: Chief Financial Officer
		
	By:	 	 /s/ Alexandre Bueno

	Name: Alexandre Bueno
	Title: Global VP, Treasury


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	COBREW SA/NV
		
	By:	 	 /s/ Fernando Tennenbaum

	Name: Fernando Tennenbaum
	Title: Chief Financial Officer
		
	By:	 	 /s/ Alexandre Bueno

	Name: Alexandre Bueno
	Title: Global VP, Treasury


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	ANHEUSER-BUSCH INBEV WORLDWIDE INC.
		
	By:	 	 /s/ Margot Miller

		 	Margot Miller
		 	Authorized Signatory
		
	By:	 	 /s/ Daniel Strothe

		 	Daniel Strothe
		 	Authorized Signatory


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	ANHEUSER-BUSCH INBEV FINANCE INC.
		
	By:	 	 /s/ Margot Miller

		 	Margot Miller
		 	Authorized Signatory
		
	By:	 	 /s/ Daniel Strothe

		 	Daniel Strothe
		 	Authorized Signatory


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	ANHEUSER-BUSCH COMPANIES, LLC
		
	By:	 	 /s/ Margot Miller

		 	Margot Miller
		 	Authorized Signatory
		
	By:	 	 /s/ Daniel Strothe

		 	Daniel Strothe
		 	Authorized Signatory


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BRANDBREW S.A.
	
	Société anonyme
	
	Registered office: 15, Breedewues, L-1259 Senningerberg, Grand-Duchy of Luxembourg R.C.S. Luxembourg: B 75.696
		
	By:	 	 /s/ Aleksey Legostaev

	Name: Aleksey Legostaev
	Title: Authorized Signatory
		
	By:	 	 /s/ Yann Callou

	Name: Yann Callou
	Title: Authorized Signatory
		
	By:	 	 /s/ Gert Magis

	Name: Gert Magis
	Title: Authorized Signatory


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BRANDBEV S.À R.L
	
	Société à responsabilité limitée
	
	Registered office: 15, Breedewues, L-1259 Senningerberg, Grand-Duchy of Luxembourg R.C.S. Luxembourg: B 80.984
		
	By:	 	 /s/ Aleksey Legostaev

	Name: Aleksey Legostaev
	Title: Authorized Signatory
		
	By:	 	 /s/ Yann Callou

	Name: Yann Callou
	Title: Authorized Signatory
		
	By:	 	 /s/ Gert Magis

	Name: Gert Magis
	Title: Authorized Signatory


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	The Existing Lenders
	
	For and on behalf of
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
		
	By:	 	 /s/ Robert Grillo

		 	Robert Grillo
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BANCO SANTANDER, S.A.
		
	By:	 	 /s/ Luis Casero

		 	Luis Casero
		
	By:	 	 /s/ Maria Teresa

		 	Maria Teresa
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BANK OF AMERICA N.A.
		
	By:	 	 /s/ Albert Wheeler

		 	Albert Wheeler
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY
		
	By:	 	 /s/ Matthew Poyser

		 	Matthew Poyser
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Chris Bicheno

		 	Chris Bicheno
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BNP PARIBAS FORTIS SA/NV
		
	By:	 	 /s/ Francis Vandeventer

		 	Francis Vandeventer
		
	By:	 	 /s/ Erik Puttemans

		 	Erik Puttemans


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	CITIBANK, N.A.
		
	By:	 	 /s/ Carolyn A Kee

		 	Carolyn A Kee
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	COMMERZBANK AKTIENGESELLSCHAFT, FILIALE LUXEMBURG
		
	By:	 	 /s/ Marion
Sattler                    

		 	Marion Sattler
		
	By:	 	 /s/ Ivaila
Vevecka                        

		 	Ivaila Vevecka


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH
		
	By:	 	 /s/ Van Brandenburg

		 	Van Brandenburg
		 	Managing Director
		
	By:	 	 /s/ Irene Stephens

		 	Irene Stephens
		 	Executive Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	DEUTSCHE BANK LUXEMBOURG S.A.
		
	By:	 	 /s/ Banu Kologlu

		 	Banu Kologlu
		
	By:	 	 /s/ Sven Walther

		 	Sven Walther


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

HSBC BANK USA, NATIONAL ASSOCIATION 
  

			
	By:	 	 /s/ James Smith

		 	James Smith
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	 For and on behalf of

	 ING BELGIUM SA/NV

		
	By:	 	 /s/ Gordana Hulina

		 	 Gordana Hulina

		 	 Chief Risk Officer

		
	By:	 	 /s/ Hans de Munck

		 	 Hans de Munck

		 	 Chief Financial Officer



  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

INTESA SANPAOLO BANK LUXEMBOURG S.A., AMSTERDAM BRANCH 
  

			
	By:	 	 /s/ Gianfranco Giromini

		 	Gianfranco Giromini
		
	By:	 	 /s/ Francesco Calcara

		 	Francesco Calcara


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	 For and on behalf of

JPMORGAN CHASE BANK, N.A.


		
	By:	 	 /s/ Alberto Rizzi

		 	Alberto Rizzi
		 	Executive Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	 For and on behalf of

J.P MORGAN SECURITIES PLC


		
	By:	 	 /s/ Alberto Rizzi

		 	Alberto Rizzi
		 	Executive Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	MIZUHO BANK, LTD., NEW YORK BRANCH
		
	By:	 	 /s/ Shinsuke Kajiwara

		 	Shinsuke Kajiwara
		 	Chief Executive Officer
		
	By:	 	 /s/ Joost van Leeuwen

		 	Joost van Leeuwen
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	 For and on behalf of

MIZUHO BANK NEDERLAND N.V.


		
	By:	 	 /s/ Shinsuke Kajiwara

		 	Shinsuke Kajiwara
		 	Chief Executive Officer
		
	By:	 	 /s/ Joost van Leeuwen

		 	Joost van Leeuwen
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	 For and on behalf of

MORGAN STANLEY BANK N.A.


		
	By:	 	 /s/ Michael King

		 	Name: Michael King
		 	Title: Authorized Signatory


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	 For and on behalf of

MUFG BANK, LTD.


		
	By:	 	 /s/ Simon Lello

		 	Simon Lello
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

SOCIÉTÉ GÉNÉRALE SUCCURSALE EN BELGIQUE DE LA SOCIÉTÉ GÉNÉRALE FRANCE 

 

			
	By:	 	 /s/ Pierre Lebit

		 	Pierre Lebit
		 	Chief Country Officer


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	 For and on behalf of

SOCIÉTÉ GÉNÉRALE, LONDON BRANCH


		
	By:	 	 /s/ Bruno Magnouat

		 	Bruno Magnouat
		 	Global head of Advisory & Financing


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	 For and on behalf of

SUMITOMO MITSUI BANKING CORPORATION




			
		
	By:	 	 /s/ Shohei Shiraishi

		 	Shohei Shiraishi
		 	Managing Director
		
	By:	 	 /s/ Thierry Muschs

		 	Thierry Muschs
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	THE TORONTO-DOMINION BANK
		
	By:	 	 /s/ Pei-Lyn Hui

		 	Pei-Lyn Hui
		 	Director
		
	By:	 	 /s/ Andrew Williams

		 	Andrew Williams
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	THE BANK OF NEW YORK MELLON
		
	By:	 	 /s/ Thomas J. Tarasovich, Jr.

		 	Thomas J. Tarasovich, Jr.
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 /s/ Jonathan Eady

		 	Jonathan Eady
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	UNICREDIT BANK AG
		
	By:	 	 /s/ Christian Eberle

		 	Christian Eberle
		 	Managing Director
		
	By:	 	 /s/ Diana Rippich

		 	Diana Rippich
		 	Senior Associate


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Peter Hale

		 	Peter Hale
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













  

			
	For and on behalf of
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Mark Holm

		 	Mark Holm
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	The New Lenders
	
	For and on behalf of
	BANCO SANTANDER, S.A., NEW YORK BRANCH
		
	By:	 	 /s/ Andres Barbosa

		 	Andres Barbosa
		 	Managing Director
		
	By:	 	 /s/ Rita Walz-Cuccioli

		 	Rita Walz-Cuccioli
		 	Executive Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













  
  

			
	For and on behalf of
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH    
		
	By:	 	 /s/ Cara Younger

		 	Cara Younger
		 	Executive Director
		
	By:	 	 /s/ Mauricio Benitez

		 	Mauricio Benitez
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BANK OF AMERICA, N.A., LONDON BRANCH
		
	By:	 	 /s/ Louise Dendle

		 	Louis Dendle
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	CITIBANK, N.A., LONDON BRANCH
		
	By:	 	 /s/ Andrew Mason

		 	Andrew Mason
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	J.P. MORGAN AG
		
	By:	 	 /s/ Viktoriya Cosquer

		 	Viktoriya Cosquer
		 	Executive Director
		
	By:	 	 /s/ Miguel Holler

		 	Miguel Holler
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	MIZUHO BANK EUROPE N.V.
		
	By:	 	 /s/ Shinsuke Kajiwara

		 	Shinsuke Kajiwara
		 	Chief Executive Officer
		
	By:	 	 /s/ Joost van Leeuwen

		 	Joost van Leeuwen
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	SOCIÉTÉ GÉNÉRALE S.A., BRUSSELS BRANCH
		
	By:	 	 /s/ Pierre Lebit

		 	Pierre Lebit
		 	Chief Country Officer


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	STANDARD CHARTERED BANK
		
	By:	 	 /s/ James Beck

		 	James Beck
		 	Associate Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	NATIONAL WESTMINSTER BANK PLC
		
	By:	 	 /s/ Jonathan Eady

		 	Jonathan Eady
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	UNICREDIT S.P.A.
		
	By:	 	 /s/ Francesco Breuer

		 	Francesco Breuer
		 	Vice President
		
	By:	 	 /s/ Jacopo Traversa

		 	Jacopo Traversa
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 The Arrangers 

For and on behalf of 
 AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED 
  

			
	By:	 	 /s/ Robert Grillo

		 	Robert Grillo
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	
	BANCO SANTANDER, S.A., NEW YORK BRANCH
		
	By:	 	 /s/ Andres Barbosa

		 	Andres Barbosa
		 	Managing Director
		
	By:	 	 /s/ Rita Walz-Cuccioli

		 	Rita Walz-Cuccioli
		 	Executive Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY 
  

			
	By:	 	 /s/ Matthew Poyser

		 	Matthew Poyser
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Chris Bicheno

		 	Chris Bicheno
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH 
  

			
	By:	 	 /s/ Cara Younger

		 	Cara Younger
		 	Executive Director
		
	By:	 	 /s/ Mauricio Benitez

		 	Mauricio Benitez
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	BNP PARIBAS FORTIS SA/NV
		
	By:	 	 /s/ Francis Vandeventer

		 	Francis Vandeventer
		
	By:	 	 /s/ Erik Puttemans

		 	Eric Puttemans


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	CITIBANK, N.A., LONDON BRANCH
		
	By:	 	 /s/ Andrew Mason

		 	Andrew Mason
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

COMMERZBANK AKTIENGESELLSCHAFT, FILIALE LUXEMBURG 
  

			
	By:	 	 /s/ Marion Sattler

		 	Marion Sattler
		
	By:	 	 /s/ Ivaila Vevecka

		 	Ivaila Vevecka


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	DEUTSCHE BANK LUXEMBOURG S.A.
		
	By:	 	 /s/ Banu Kologlu

		 	Banu Kologlu
		
	By:	 	 /s/ Sven Walther

		 	Sven Walther


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ James Smith

		 	James Smith
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	ING BELGIUM SA/NV
		
	By:	 	 /s/ Gordana Hulina

		 	Gordana Hulina
		 	Chief Risk Officer
		
	By:	 	 /s/ Hans de Munck

		 	Hans de Munck
		 	Chief Financial Officer


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

INTESA SANPAOLO BANK LUXEMBOURG S.A., AMSTERDAM BRANCH 
  

			
	By:	 	 /s/ Gianfranco Giromini

		 	Gianfranco Giromini
		
	By:	 	 /s/ Francesco Calcara

		 	Francesco Calcara


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	J.P. MORGAN AG
		
	By:	 	 /s/ Jon Abando

		 	Jon Abando
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	MIZUHO BANK EUROPE N.V.
		
	By:	 	 /s/ Shinsuke Kajiwara

		 	Shinsuke Kajiwara
		 	Chief Executive Officer
		
	By:	 	 /s/ Joost van Leeuwen

		 	Joost van Leeuwen
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	MORGAN STANLEY SENIOR FUNDING, INC.
		
	By:	 	 /s/ Michaeal King

		 	Michaeal King
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	MUFG BANK, LTD.
		
	By:	 	 /s/ Simon Lello

		 	Simon Lello
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH 
  

			
	By:	 	 /s/ Van Brandenburg

		 	Van Brandenburg
		 	Managing Director
		
	By:	 	 /s/ Irene Stephens

		 	Irene Stephens
		 	Executive Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

SOCIÉTÉ GÉNÉRALE S.A., BRUSSELS BRANCH 
  

			
	By:	 	 /s/ Pierre Lebit

		 	Pierre Lebit


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	STANDARD CHARTERED BANK
		
	By:	 	 /s/ James Beck

		 	James Beck
		 	Associate Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	 /s/ Shohei Shiraishi

		 	Shohei Shiraishi
		 	Managing Director
		
	By:	 	 /s/ Thierry Muschs

		 	Thierry Muschs
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	THE TORONTO-DOMINION BANK
		
	By:	 	 /s/ Andrew Williams

		 	Andrew Williams
		 	Managing Director
		
	By:	 	 /s/ Pei-Lyn Hui

		 	Pei-Lyn Hui
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	THE BANK OF NEW YORK MELLON
		
	By:	 	 /s/ Thomas J. Tarasovich, Jr.

		 	Thomas J. Tarasovich, Jr.
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	NATIONAL WESTMINSTER BANK PLC
		
	By:	 	 /s/ Jonathan Eady

		 	Jonathan Eady
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Peter Hale

		 	Peter Hale
		 	Vice President


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	For and on behalf of
	UNICREDIT S.P.A.
		
	By:	 	 /s/ Francesco Breuer

		 	Francesco Breuer
		 	Vice President
		
	By:	 	 /s/ Jacopo Traversa

		 	Jacopo Traversa
		 	Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 













 For and on behalf of 

WELLS FARGO BANK, NATIONAL ASSOCIATION 
  

			
	By:	 	 /s/ Mark Holm

		 	Mark Holm
		 	Managing Director


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF] 














			
	The Agent
	
	For and on behalf of
	BNP PARIBAS FORTIS SA/NV
	
	 /s/ Benjamin Nihon

	Name:	 	Benjamin Nihon
	Title:	 	Agency Relationship Manager
	
	 /s/ Pascal Gilliard

	Name:	 	Pascal Gilliard
	Title:	 	Head of Capital Markets EMEA
	
	The Issuing Bank
	
	For and on behalf of
	BNP PARIBAS FORTIS SA/NV
	
	 /s/ Francis Vandeventer

	Name:	 	Francis Vandeventer
	Title:	 	Corporate Debt Platform
	
	 /s/ Erik Puttemans

	Name:	 	Erik Puttemans
	Title:	 	Senior Banker


  
 [Signature Page –
Amendment and Restatement Agreement – ABI RCF]