EXECUTION VERSION 	Exhibit 4.4




 


	AMENDMENT
    AND RESTATEMENT AGREEMENT
	 
	Dated
    __ MARCH 2021
	 

    BETWEEN

     

    AMONG OTHERS

     

    VODAFONE GROUP PLC

     

    AND

     

    THE ROYAL BANK OF SCOTLAND PLC

     

    as Exiting Agent

     

    relating to a USD 3,935,000,000 (as increased
    to USD 4,165,000,000) Credit Agreement

     

    originally dated 27
February 2015 and as amended pursuant to an amendment agreement dated 11 January 2018



 








 


Allen & Overy
LLP



 



    


     


    







Contents




 


	Clause	 	Page
	1.	Interpretation	2
	2.	Amendments	2
	3.	Representations	3
	4.	Fees	3
	5.	Consents	3
	6.	Agent and U.S. Swingline Agent	4
	7.	New Lenders	4
	8.	Miscellaneous	5
	9.	Governing law	5



 


Schedules


 


	1.	Conditions precedent	6
	2.	Parties	8
	 	Part 1	Continuing Lenders	8
		Part 2	Mandated Lead Arrangers	9
		Part 3	Exiting Lenders	10
		Part 4	New Lenders	11
	3.	Amended Credit Agreement	13
	 	 	 
	Signatories	 	14



 



    


     


    




THIS AGREEMENT is dated __ March 2021
and is made


 


BETWEEN:


 


		(1)	VODAFONE GROUP PLC (registered number
                                            1833679) (Vodafone);



 


		(2)	THE FINANCIAL INSTITUTIONS listed in
                                            Part 1 of Schedule 2 as Continuing Lenders;



 


		(3)	THE FINANCIAL INSTITUTIONS listed in
                                            Part 2 of Schedule 2 as Mandated Lead Arrangers;



 


		(4)	THE FINANCIAL INSTITUTIONS listed in
                                            Part 3 of Schedule 2 as Exiting Lenders;



 


		(5)	THE FINANCIAL INSTITUTIONS listed in
                                            Part 4 of Schedule 2 as New Lenders;



 


		(6)	THE FINANCIAL INSTITUTIONS listed in
                                            Part 5 of Schedule 2 as Swingline Lenders;



 


		(7)	THE ROYAL BANK OF SCOTLAND PLC as Agent
                                            for and on behalf of the other Finance Parties under and as defined in the Credit Agreement
                                            defined below (in this capacity, the Exiting Agent);



 


		(8)	THE ROYAL BANK OF SCOTLAND PLC (CONNECTICUT
                                            BRANCH) as U.S. swingline agent (in this capacity, the Exiting U.S. Swingline Agent);



 


		(9)	BARCLAYS BANK PLC as successor agent
                                            (in this capacity the Successor Agent); and



 


		(10)	BARCLAYS BANK PLC as successor U.S.
                                            swingline agent (in this capacity the Successor U.S. Swingline Agent).



 


BACKGROUND


 


		(A)	This Agreement is supplemental to and amends
                                            and restates a credit agreement originally dated 27 February 2015 between, among others,
                                            Vodafone and the Exiting Agent, as amended by the 2018 Amendment Agreement (as defined below)
                                            (the Credit Agreement).



 


		(B)	Pursuant to clause 26.1 (Procedure) of the
                                            Credit Agreement, the Majority Lenders or, where applicable, the Lenders (each as defined
                                            in the Credit Agreement and, for the avoidance of doubt, excluding the Exiting Lenders and
                                            the New Lenders) have consented to the amendments to the Credit Agreement contemplated by
                                            this Agreement and to amend and restate the Credit Agreement as set out in this Agreement.



 


		(C)	The Exiting Lenders have not consented to
                                            the amendments to the Credit Agreement and each Exiting Lender shall be prepaid and their
                                            respective Commitments cancelled in full on the Effective Date in accordance with Clause
                                            2(c) hereto.



 


		(D)	The New Lenders intend to become Original
                                            Lenders under and as defined in the Amended Credit Agreement (as defined below).



 


		(E)	Pursuant to clause 20.15 (Resignation of the
                                            Agent or the U.S. Swingline Agent) of the Credit Agreement, each of the Exiting Agent and
                                            the Exiting U.S. Swingline Agent intends to resign from its respective role as Agent and
                                            U.S. Swingline Agent under the Credit Agreement and the Majority Lenders, after consultation
                                            with Vodafone, intend to appoint (on and from the Effective Date) the Successor Agent and
                                            Successor U.S. Swingline Agent as Agent and U.S. Swingline Agent respectively under the Amended
                                            Credit Agreement.



 



    1


     


    




IT IS AGREED as follows:


 


		1.	Interpretation



 


		1.1	Definitions



 


In this Agreement:


 


2018 Amendment Agreement means
the amendment agreement dated 11 January 2018 between, among others, Vodafone and the Exiting Agent.


 


Amended Credit Agreement means
the Credit Agreement as amended and restated by this Agreement.


 


Effective Date means the date
on which the Successor Agent gives the notifications to Vodafone and to the Lenders under Clause 2(b) (Amendments) below or such
other date as Vodafone and the Successor Agent may agree.


 


Lender means each Continuing
Lender, each New Lender and each Swingline Lender.


 


Successor Agent Fee Letter means
any fee letter dated on or around the date of this Agreement between Vodafone, the Successor Agent and the Successor U.S. Swingline Agent
in connection with this Agreement and the Amended Credit Agreement.


 


Supplemental Fee Letter means
any fee letter dated on or around the date of this Agreement between, among others, Vodafone and the Successor Agent (as defined in the
Credit Agreement) in connection with this Agreement and the Amended Credit Agreement.


 


		1.2	Construction



 


		(a)	Capitalised terms defined in the Credit
                                            Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement,
                                            provided that in Clause 2(d) (Amendments) below and in Clause 7 (New Lenders) below,
                                            capitalised terms defined in the Amended Credit Agreement have, unless expressly defined
                                            in this Agreement, the same meaning in this Agreement.



 


		(b)	The provisions of clause 1.2 (Construction)
                                            of the Credit Agreement apply to this Agreement as though they were set out in full in this
                                            Agreement except that references to the Credit Agreement or to the Finance Documents are
                                            to be construed as references to this Agreement.



 


		2.	Amendments



 


		(a)	Subject as set out below, the Credit Agreement
                                            will be amended from the Effective Date so that it reads as if it were restated in the form
                                            set out in Schedule 3 (Amended Credit Agreement).



 


		(b)	The Credit Agreement will not be amended
                                            by this Agreement unless and until:



 


		(i)	the Successor Agent notifies Vodafone and
                                            the Lenders that it has received all of the documents set out in Schedule 1 (Conditions precedent)
                                            in form and substance satisfactory to the Successor Agent. The Successor Agent must give
                                            this notification as soon as reasonably practicable;



 


		(ii)	the Successor Agent and the Successor U.S.
                                            Swingline Agent notifies Vodafone and the Lenders that it has satisfied all necessary “know
                                            your customer” or other similar checks under all applicable laws and regulations in
                                            relation to any Party to the Credit Agreement. The Successor Agent and the Successor U.S.
                                            Swingline Agent must give this notification as soon as reasonably practicable; and



 



    2


     


    







		(iii)	the Successor Agent and the Successor
                                            U.S. Swingline Agent notifies Vodafone and the Lenders that it has received a duly executed
                                            Successor Agent Fee Letter. The Successor Agent and the Successor U.S. Swingline Agent must
                                            give this notification as soon as reasonably practicable.



 


		(c)	On the Effective Date, the Commitments
                                            of each of the Exiting Lenders under the Credit Agreement will be cancelled in full and all
                                            amounts outstanding under the Finance Documents in relation thereto will be prepaid in full.
                                            Any other accrued amounts due to the Exiting Lenders (including any interest and commitment
                                            fees accrued up to and including the Effective Date) shall be paid in full within 10 Business
                                            Days of the Effective Date.



 


		(d)	On the Effective Date, each New Lender
                                            becomes a Party to the Amended Credit Agreement as an Original Lender and, in the case of
                                            each New Lender in respect of which a Swingline Commitment is specified in part 2 of schedule
                                            1 of the Amended Credit Agreement, as a Swingline Lender and each New Lender and each other
                                            Party (for the avoidance of doubt, excluding the Exiting Lenders) assume obligations towards
                                            and rights against each other in their respective capacity under the Amended Credit Agreement.



 


		(e)	If the Successor Agent fails to give the
                                            notification under paragraph (b)(i) above by the date falling ten Business Days after
                                            the date of this Agreement, the Effective Date shall not occur and the Credit Agreement will
                                            not be amended in the manner contemplated by this Agreement.



 


		3.	Representations



 


Vodafone (for itself and, where relevant,
its Controlled Subsidiaries) makes the representations and warranties set out in clause 16.2 (Status) to clause 16.9 (No Event of Default)
(inclusive) and clauses 16.13 (Sanctions), 16.14 (Anti-money laundering) and 16.15 (Anti-corruption law) of the Credit Agreement on the
date of this Agreement and on the Effective Date, in each case by reference to the facts and circumstances then existing and as if references
to “the Finance Documents” include this Agreement and, on the Effective Date, the Amended Credit Agreement and as if references
to “the Agreement” are references to, on the Effective Date, the Amended Credit Agreement.


 


		4.	Fees



 


		(a)	Vodafone must pay arrangement and other
                                            fees in relation to this Agreement in the amount and at the time set out in each Supplemental
                                            Fee Letter.



 


		(b)	Vodafone must pay fees in relation to
                                            this Agreement and the Amended Credit Agreement in the amount and at the time set out in
                                            the Successor Agent Fee Letter.



 


		5.	Consents



 


On the Effective Date, Vodafone:


 


		(a)	confirms its acceptance of the Amended
                                            Credit Agreement and agrees that it is bound by the terms of the Amended Credit Agreement;
                                            and



 


		(b)	confirms that any guarantee created or
                                            given by it under the Credit Agreement:



 


		(i)	continues in full force and effect on the
                                            terms of the Amended Credit Agreement; and



 



    3


     


    




		(ii)	extends to its obligations under the Finance
                                            Documents (as defined in the Amended Credit Agreement and, for the avoidance of doubt, including
                                            the Amended Credit Agreement).



 


		6.	Agent
                                            and U.S. Swingline Agent



 


		(a)	The Exiting Agent and the Exiting U.S.
                                            Swingline Agent each hereby gives notice to the Lenders and Vodafone pursuant to clause 20.15(a) (Resignation
                                            of the Agent or the U.S. Swingline Agent) of the Credit Agreement that it intends to resign
                                            from its role as Agent and U.S. Swingline Agent respectively under the Credit Agreement,
                                            with effect on and from the Effective Date.



 


		(b)	The Majority Lenders hereby appoint the
                                            Successor Agent and the Successor U.S. Swingline Agent as successor Agent and successor U.S.
                                            Swingline Agent respectively, pursuant to clause 20.15(a) (Resignation of the Agent
                                            or the U.S. Swingline Agent) of the Credit Agreement, with effect on and from the Effective
                                            Date.



 


		(c)	Subject to satisfaction of the conditions
                                            under Clauses 2(b)(ii) and 2(b)(iii) above, each of the Successor Agent and the
                                            Successor U.S. Swingline Agent hereby accepts the appointments referred to in paragraph (b) above,
                                            pursuant to clause 20.15(c) (Resignation of the Agent or the U.S. Swingline Agent) of
                                            the Credit Agreement, with effect on and from the Effective Date.



 


		(d)	Subject to satisfaction of the conditions
                                            under Clauses 2(b)(ii) and 2(b)(iii) above, on and from the Effective Date:



 


		(i)	the Exiting Agent and the Exiting U.S. Swingline
                                            Agent shall cease to act in their respective capacity as Agent and U.S. Swingline Agent under
                                            the Credit Agreement and, for the avoidance of doubt, under the Amended Credit Agreement
                                            and shall, subject to clause 20.15(d) (Resignation of the Agent or the U.S. Swingline
                                            Agent) of the Amended Credit Agreement, have no further obligation under any Finance Document;
                                            and



 


		(ii)	the Successor Agent and the Successor U.S.
                                            Swingline Agent shall succeed to the position of Agent and U.S. Swingline Agent respectively
                                            under the Amended Credit Agreement.



 


		7.	New
                                            Lenders



 


		(a)	On the Effective Date, each New Lender
                                            confirms to the Successor Agent and Vodafone that it undertakes to be bound by the terms
                                            of the Amended Credit Agreement as an Original Lender.



 


		(b)	None of the Lenders or Exiting Lenders
                                            are responsible to a New Lender for:



 


		(i)	the execution, genuineness, validity, enforceability
                                            or sufficiency of any Finance Document or any other document; or



 


		(ii)	the collectability of amounts payable under
                                            any Finance Document; or



 


		(iii)	the accuracy of any statements (whether
                                            written or oral) made in connection with any Finance Document.



 



    4


     


    




		(c)	Each New Lender confirms to the Continuing
                                            Lenders, the Exiting Lenders and the other Finance Parties (excluding the New Lenders) that
                                            it:



 


		(i)	has made 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 Credit Agreement and
                                            has not relied exclusively on any information provided to it by any Continuing Lender or
                                            Exiting 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 while any amount
                                            is or may be outstanding under the Amended Credit Agreement or any Commitment is in force.



 


		(d)	Nothing in any Finance Document obliges
                                            a Lender or Exiting Lender to support any losses incurred by a New Lender by reason of the
                                            non-performance by any Obligor of its obligations under this Agreement or the Amended Credit
                                            Agreement or otherwise.



 


		(e)	Any reference in the Amended Credit Agreement
                                            to a “Lender” includes a New Lender.



 


		8.	Miscellaneous



 


		(a)	Each of this Agreement, the Amended Credit
                                            Agreement, each Successor Agent Fee Letter and each Supplemental Fee Letter is a Finance
                                            Document.



 


		(b)	Subject to the terms of this Agreement,
                                            the Credit Agreement will remain in full force and effect and, from the Effective Date, the
                                            Credit Agreement and this Agreement will be read and construed as one document.



 


		(c)	Each Finance Party reserves any other
                                            right it may have now or subsequently. Except to the extent expressly waived in this Agreement,
                                            no waiver of any provision of any Finance Document is given by the terms of this Agreement
                                            and the Finance Parties expressly reserve all their rights and remedies in respect of any
                                            breach of, or other Default under, the Finance Documents.



 


		(d)	Clauses 31 (Severability), 32 (Counterparts),
                                            33 (Notices) and 35 (Jurisdiction) of the Credit Agreement shall apply to this Agreement
                                            as if set out here in full except that references to the Credit Agreement or to the Finance
                                            Documents are to be construed as references to this Agreement.



 


		(e)	Vodafone must, at its own expense, take
                                            such action and do such other things as the Exiting Agent or Successor Agent may reasonably
                                            require to carry out and give effect to the transactions contemplated in this Agreement.



 


		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.


 



    5


     


    




Schedule
1


 


Conditions
precedent


 


		1.	Corporate documentation



 


		(a)	A copy of the memorandum and articles of association
                                            and certificate of incorporation of Vodafone or, a certificate of an authorised signatory
                                            of Vodafone confirming that the copy in the Exiting Agent's possession is still correct,
                                            complete and in full force and effect as at a date no earlier than the date of this Agreement.



 


		(b)	A copy of a resolution of the board of directors
                                            of Vodafone (or, if applicable, a committee of its board of directors):



 


		(i)	approving the terms of, and the transactions
                                            contemplated by, this Agreement, the Amended Credit Agreement, each Successor Agent Fee Letter
                                            and each Supplemental Fee Letter and resolving that it execute this Agreement, each Successor
                                            Agent Fee Letter and each Supplemental Fee Letter;



 


		(ii)	authorising a specified person or persons
                                            to execute this Agreement, each Successor Agent Fee Letter and each Supplemental Fee Letter
                                            on its behalf; and



 


		(iii)	authorising a specified person or persons,
                                            on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched
                                            by it under or in connection with this Agreement, the Amended Credit Agreement, each Successor
                                            Agent Fee Letter and each Supplemental Fee Letter.



 


		(c)	If applicable, a copy of a resolution of the
                                            board of directors of Vodafone establishing the committee referred to in paragraph (b) above.



 


		(d)	A specimen of the signature of each person
                                            authorised by the resolutions referred to in paragraph (b) above.



 


		(e)	A certificate of an authorised signatory of
                                            Vodafone confirming that as at the Effective Date the borrowing of the Total Commitments
                                            (as defined in the Amended Credit Agreement) in full (including the utilisation of the accordion
                                            option in full) and the borrowing of the Total Commitments under (and as defined in) the
                                            Euro Facility (as defined in the Amended Credit Agreement) in full would not together cause
                                            any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether
                                            as a result of such limit having been waived or otherwise).



 


		(f)	A certificate of an authorised signatory of
                                            Vodafone certifying that each copy document specified in this Schedule is correct, complete
                                            and in full force and effect as at a date no earlier than the date of this Agreement.



 


		2.	Legal opinion



 


A legal opinion of Allen &
Overy LLP, legal advisers to the Finance Parties in England, addressed to the Finance Parties at the date of that opinion.


 


		3.	Other documents and evidence



 


		(a)	Each duly executed Successor Agent Fee Letter
                                            and Supplemental Fee Letter.



 



    6


     


    




		(b)	Evidence that the Commitments of each of the
                                            Exiting Lenders under the Credit Agreement have been cancelled and all amounts outstanding
                                            under the Finance Documents in relation thereto have been prepaid in full.



 


	 	(c)	All documents and evidence required by each New Lender in connection with the compliance of such New Lender with all applicable “anti-money laundering" and "know your customer" requirements or other similar checks under all applicable laws and regulations to the extent stipulated by the Successor Agent at least three Business Days prior to signing this Agreement.




 



    7


     


    




Schedule
2


 


Parties


 


Part 1


 


Continuing
Lenders


 


BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH


 


Bank of America Europe Designated
Activity Company


 


BANK OF CHINA LIMITED, LONDON BRANCH


 


BARCLAYS BANK PLC


 


BNP PARIBAS, LONDON BRANCH


 


Caixabank SA, UK Branch


 


CITIBANK N.A., LONDON BRANCH


 


DEUTSCHE BANK LUXEMBOURG S.A.


 


GOLDMAN SACHS BANK USA


 


HSBC BANK PLC


 


ING BANK N.V., LONDON BRANCH


 


INTESA SANPAOLO S.P.A.


 


JPMORGAN CHASE BANK, N.A., LONDON BRANCH


 


MIZUHO BANK, LTD.


 


Morgan Stanley Senior Funding
Inc.


 


MUFG BANK, LTD.


 


National Westminster Bank
plc


 


ROYAL BANK OF CANADA


 


SOCIETE GENERALE, LONDON BRANCH


 


STANDARD CHARTERED BANK


 


THE TORONTO-DOMINION BANK, LONDON BRANCH


 


UBS AG, LONDON BRANCH


 


UNICREDIT BANK AG, LONDON BRANCH


 



    8


     


    




Part 2


 


Mandated
Lead Arrangers


 


BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON
BRANCH


 


BANCO
SANTANDER S.A., LONDON BRANCH


 


Bank
of America Europe Designated Activity Company


 


BANK OF CHINA LIMITED, LONDON BRANCH


 


BARCLAYS BANK PLC


 


BNP PARIBAS, LONDON BRANCH


 


CAIXABANK SA, UK BRANCH


 


CITIBANK, N.A., LONDON BRANCH


 


CREDIT SUISSE INTERNATIONAL


 


DEUTSCHE BANK LUXEMBOURG S.A.


 


GOLDMAN SACHS BANK USA


 


HSBC BANK PLC


 


ING BANK N.V., LONDON BRANCH


 


INTESA SANPAOLO S.P.A.


 


J.P. MORGAN SECURITIES PLC


 


MIZUHO BANK, LTD.


 


MORGAN STANLEY BANK INTERNATIONAL LIMITED


 


MUFG BANK, LTD.


 


NATIONAL WESTMINSTER BANK PLC


 


ROYAL BANK OF CANADA


 


SOCIETE GENERALE, LONDON BRANCH


 


STANDARD CHARTERED BANK


 


SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH


 


THE TORONTO-DOMINION BANK, LONDON BRANCH


 


UBS AG, LONDON BRANCH


 


UNICREDIT BANK AG, LONDON BRANCH



 



    9


     


    




Part 3


 


Exiting
Lenders


 


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


 


BANCO DE SABADELL S.A., LONDON BRANCH


 


COMMERZBANK AG, LONDON BRANCH


 


NATIONAL AUSTRALIA BANK LIMITED


 


RAIFFEISEN BANK INTERNATIONAL AG


 


SANTANDER UK PLC


 


SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS
BRANCH


 


THE BANK OF NEW YORK MELLON


 



    10


     


    




Part 4


 


New
Lenders


 


New Lenders


 


BANCO SANTANDER S.A., LONDON BRANCH


 


CREDIT SUISSE INTERNATIONAL


 


SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH


 


New Swingline Lenders


 


CREDIT SUISSE AG, NEW YORK BRANCH


 



    11


     


    




Part 5


 


Swingline
Lenders


 


BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON
BRANCH


 


BANCO SANTANDER S.A., LONDON BRANCH


 


BANK OF AMERICA N.A.


 


BANK OF CHINA LIMITED, LONDON BRANCH


 


BARCLAYS BANK PLC


 


BNP PARIBAS, LONDON BRANCH


 


CITIBANK N.A.


 


DEUTSCHE BANK AG NEW YORK BRANCH


 


GOLDMAN SACHS BANK USA


 


HSBC BANK PLC


 


ING BANK N.V., LONDON BRANCH


 


INTESA SANPAOLO S.P.A.


 


JPMORGAN CHASE BANK, N.A.


 


MIZUHO BANK, LTD. NEW YORK BRANCH


 


MORGAN STANLEY SENIOR FUNDING INC


 


MUFG BANK, LTD.


 


NATIONAL WESTMINSTER BANK PLC


 


SUMITOMO MITSUI BANKING CORPORATION


 


THE TORONTO-DOMINION BANK, LONDON BRANCH


 


UBS AG, STAMFORD BRANCH


 


UNICREDIT BANK AG


 



    12


     


    





 


Schedule
3


 


Amended
Credit Agreement


 



    13


     


    




 


SIGNATORIES


 


Company


 


VODAFONE GROUP PLC


 


	By:	/s/
    Nick Read	 	/s/
    Margherita Della Valle	




 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    




 


The Lenders


 


BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON
BRANCH as Lender


 


	By:	/s/
    Pedro Garrido	 	/s/
    Pablo Arsuaga	 




 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    




 


Bank of America Europe Designated
Activity Company as Lender


 





	By:	/s/ Anthony Larvin
	 		 


 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


BANK OF CHINA LIMITED, LONDON BRANCH as Lender


 


	By:	/s/
                                            Stephen Hardman
	 	/s/
                                            Yan Wang
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 




    


     


    

 


MUFG BANK, LTD. as Lender


 





	By:	/s/ Trevor Neilson
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    




 


BARCLAYS BANK PLC as Lender


 





	By:	/s/ Michael Joyner
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


BNP PARIBAS, LONDON BRANCH as Lender


 





	By:	/s/ Michael E. Molloy 	 	/s/
Ann-Marie Balatoni
	 


 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


CAIXABANK SA, UK BRANCH as Lender


 





	By:	/s/ Christopher O’Gorman
	 	/s/
Sergi
Periago
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


CITIBANK N.A., LONDON BRANCH as Lender


 





	By:	/s/ Caryn M. Bell
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 




    


     


    

 


DEUTSCHE BANK LUXEMBOURG S.A. as Lender


 





	By:	/s/ K. Belhoste
	 	/s/
B. Kologlu
	 


 


[Signature Page to
USD Amendment and Restatement Agreement]


 




    


     


    

 


GOLDMAN SACHS BANK USA as Lender


 





	By:	/s/ Himanshu Bagchi
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


HSBC BANK PLC as Lender


 





	By:	/s/ James Mortimer
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


ING BANK N.V., LONDON BRANCH as Lender


 





	By:	/s/ Martijn Bruins
	 	/s/
Martin Riordan
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 




    


     


    

 


INTESA SANPAOLO S.P.A. as Lender


 





	By:	/s/ Marco Alois
	 	/s/
Alberto Matera
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


JPMORGAN CHASE BANK, N.A., LONDON BRANCH as Lender


 





	By:	/s/ Costantino Sabella
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


MIZUHO BANK, LTD. as Lender


 





	By:	/s/ Mark Ralston
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


MORGAN STANLEY SENIOR FUNDING INC. as Lender


 





	By:	/s/ Michael King
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    




 


NATIONAL WESTMINSTER BANK PLC as Lender


 





	By:	/s/ Krishan Patel
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    

 


ROYAL BANK OF CANADA as Lender


 





	By:	/s/ Cein Mahood-Gallagher
	 	
	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 



    


     


    




 



 


SOCIETE GENERALE, LONDON BRANCH as Lender


 





	By:	/s/ Tom Hill
	 	
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


STANDARD CHARTERED BANK as Lender


 





	By:	/s/ Simon Derrick
	 	
	 





 


[Signature
Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


THE TORONTO-DOMINION BANK, LONDON BRANCH as Lender


 





	By:	/s/ Andrew Williams
	 	/s/
Pei-Lyn
Hui
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


UBS AG, LONDON BRANCH as Lender


 





	By:	/s/ Graham Vance
	 	/s/
Alan Greenhow
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


UNICREDIT BANK AG, LONDON BRANCH as Lender


 





	By:	/s/ David Vials
	 	/s/
Alan
John Holmes
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


Mandated Lead Arrangers


 


BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON
BRANCH as Mandated Lead Arranger


 





	By:	/s/ Pedro Garrido	 	/s/
Pablo Arsuaga
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


BANCO SANTANDER S.A., LONDON BRANCH as Mandated Lead Arranger


 





	By:	/s/ Robert Drew
	 	/s/
Rebecca Cook
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


BANK OF AMERICA EUROPE DESIGNATED ACTIVITY
COMPANY as Mandated Lead Arranger


 





	By:	/s/ Anthony Larvin
	 	
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


BANK OF CHINA LIMITED, LONDON BRANCH as
Mandated Lead Arranger


 





	By:	/s/ Stephen Hardman
	 	/s/
Yan
Wang
	 


 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


BARCLAYS BANK PLC as Mandated Lead Arranger


 





	By:	/s/ Michael Joyner
	 	
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


BNP PARIBAS, LONDON BRANCH as Mandated
Lead Arranger


 





	By:	/s/ Michael E. Molloy 
	 	/s/
Ann-Marie Balatoni
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


CAIXABANK SA, UK BRANCH as Mandated Lead Arranger


 





	By:	/s/ Christopher O‘Gorman	 	/s/
Sergi Periago
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


CITIBANK, N.A., LONDON BRANCH as Mandated
Lead Arranger


 





	By:	/s/ Caryn M. Bell	 	
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


CREDIT SUISSE INTERNATIONAL as Mandated
Lead Arranger


 





	By:	/s/ Brian Fitzgerald 	 	/s/
Freddie Comber
	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


DEUTSCHE BANK LUXEMBOURG S.A. as Mandated
Lead Arranger


 





	By:	/s/
                                            K. Belhoste	 	/s/
                                            B. Kologlu

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


GOLDMAN SACHS BANK USA as Mandated Lead
Arranger


 





	By:	/s/
Himanshu Bagchi                                           	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


HSBC BANK PLC as Mandated Lead Arranger


 





	By:	/s/
James Mortimer                                         	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


ING BANK N.V., LONDON BRANCH as Mandated
Lead Arranger


 





	By:	/s/ Martijn Bruins	 	/s/
Martin Riordan                                           

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


INTESA SANPAOLO S.P.A. as Mandated Lead
Arranger


 





	By:	/s/
Marco Allois                                           	 	/s/
Alberto Matera                                           

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


J.P. MORGAN SECURITIES PLC as Mandated
Lead Arranger


 





	By:	/s/
Jon Abando                                       	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 






MIZUHO BANK, LTD. as Mandated Lead
Arranger


 





	By:	/s/
                                            Mark Ralston	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]



 






    


     


    

 


MORGAN STANLEY BANK INTERNATIONAL LIMITED
as Mandated Lead Arranger


 





	By:	/s/
Mark Walton                                         	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


MUFG BANK, LTD. as Mandated Lead Arranger


 





	By:	/s/
Trevor Neilson                                           	 	

	 





 





[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


NATIONAL WESTMINSTER BANK PLC as Mandated Lead Arranger


 





	By:	/s/
Krishan Patel                                         	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 



    


     


    

 


ROYAL BANK OF CANADA as Mandated Lead Arranger


 





	By:	/s/
Cein Mahood-Gallagher                                          	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 







    


     


    

 


SOCIETE GENERALE, LONDON BRANCH as Mandated
Lead Arranger


 





	By:	/s/
Tom Hill                                         	 	

	 





 


[Signature
Page to USD Amendment and Restatement Agreement]


 







    


     


    

 


STANDARD CHARTERED BANK as Mandated Lead
Arranger


 





	By:	/s/ Simon Derrick                                        	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 







    


     


    

 


SUMITOMO MITSUI BANKING CORPORATION, LONDON
BRANCH as Mandated Lead Arranger


 





	By:	/s/
Martin Kennedy                                         	 	/s/
Reiko
Mori

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


UBS AG, LONDON BRANCH as Mandated Lead
Arranger


 





	By:	/s/
Graham Vance                                       	 	/s/
Alan Greenhow

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 



    


     


    

 


UNICREDIT BANK AG, LONDON BRANCH as Mandated
Lead Arranger


 





	By:	/s/
David Vials                                       	 	/s/
Alan John Holmes

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 










    


     


    

 


THE TORONTO-DOMINION BANK, LONDON BRANCH
as Mandated Lead Arranger


 





	By:	/s/
Andrew Williams                                       	 	/s/
Pei-Lyn Hui

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


Exiting Lenders


 


Australia
and New Zealand Banking Group Limited as Exiting Lender


 





	By:	/s/ Amanda Hunter                                      	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


Banco
de Sabadell S.A., London Branch as Exiting Lender


 





	By:	/s/ Alex Leech                                      	 	/s/
Tom Boam

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


  







    


     


    

 


COMMERZBANK AG, LONDON BRANCH as Exiting Lender


 





	By:	/s/
Alexander Mann                                       	 	/s/
Douglas Barnes

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 



    


     


    

 


National
Australia Bank Limited (ABN 12 004 044 937) as Exiting Lender


 





	By:	/s/ Chris Stockford                                       	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    




 






RAIFFEISEN BANK INTERNATIONAL AG as Exiting
Lender


 





	By:	/s/
Martina Soudek                                        	 	/s/
Andrii Tsviak

	 







 





	[Signature Page to USD Amendment and Restatement Agreement]



 






     


     


    




 


SANTANDER UK PLC as Exiting Lender


 





	By:	/s/
Robert Drew                                       	 	/s/
Rebecca Cook

	 





 





	[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 


SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH as Exiting
Lender


 





	By:	/s/
Shohei Shiraishi                                       	 	/s/
F Bouchat

	 







 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


THE BANK OF NEW YORK MELLON as Exiting Lender


 





	By:	/s/
                                            William M. Feathers 	 	

	 







 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


New Lenders


 





BANCO SANTANDER S.A., LONDON BRANCH as
New Lender



 





	By:	/s/
Robert Drew                                       	 	/s/
Rebecca Cook

	 





 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


CREDIT SUISSE INTERNATIONAL as New Lender


 








	By:	/s/
Brian Fitzgerald                                       	 	/s/
Freddie
Comber

	 






 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH as New Lender


 








	By:	/s/
Martin Kennedy                                       	 	/s/
Reiko Mori

	 






 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


NEW YORK BRANCH as New Swingline Lender


 








	By:	/s/
Doreen Barr                                       	 	/s/
Brady Bingham

	 






 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


Swingline Lenders


 


BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON
BRANCH as Swingline Lender


 





	By:	/s/
Pedro Garrido                                       	 	/s/
Pablo Arsuaga

	 








 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


BANCO SANTANDER S.A., LONDON BRANCH as
Swingline Lender


 








	By:	/s/
Robert Drew                                       	 	/s/
Rebecca Cook

	 






 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


BANK OF AMERICA N.A. as Swingline Lender


 








	By:	/s/
Albert Wheeler                                       	 	

	 






 





	[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    




 


BANK OF CHINA LIMITED, LONDON BRANCH as
Swingline Lender


 





	By:	/s/ Stephen Hardman                                      	 	/s/
Yan Wang

	 





 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


BARCLAYS BANK PLC as Swingline Lender


 





	By:	/s/
Michael Joyner                                       	 	

	 







 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


BNP PARIBAS, LONDON BRANCH as Swingline
Lender


 








	By:	/s/
Michael E. Molloy                                      	 	/s/
Ann-Marie Balatoni

	 





 





	[Signature Page to USD Amendment and Restatement Agreement]


 



     


     


    




 


CITIBANK N.A. as Swingline Lender


 





	By:	/s/
Caryn M. Bell                                      	 	

	 







 





	[Signature Page to USD Amendment and Restatement Agreement]


 






     


     


    

 



 


DEUTSCHE BANK AG NEW YORK BRANCH as Swingline
Lender


 





	By:	/s/
Ming K. Chu                                      	 	/s/
Annie Chung

	 






 


[Signature Page to
USD Amendment and Restatement Agreement] 


 






    


     


    

 


GOLDMAN SACHS BANK USA as Swingline Lender


 





	By:	/s/
Himanshu Bagchi                                       	 	

	 






 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


HSBC BANK PLC as Swingline Lender


 





	By:	/s/
James Mortimer                                       	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


ING BANK N.V., LONDON BRANCH as Swingline
Lender


 





	By:	/s/
                                                                                                                                            Martijn Bruins	 	/s/
Martin Riordan

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


INTESA SANPAOLO S.P.A. as Swingline Lender


 





	By:	/s/
Marco Allois                                       	 	/s/
Alberto Matera

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


JPMORGAN CHASE BANK, N.A. as Swingline
Lender


 





	By:	/s/
Costantino Sabella                                       	 	

	 





 


[Signature Page to USD Amendment and Restatement Agreement]


 






    


     


    

 


MIZUHO BANK, LTD. NEW YORK BRANCH as
Swingline Lender


 





	By:	/s/
Mark Ralston                                        	 	

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


MORGAN STANLEY SENIOR FUNDING INC as Swingline
Lender


 





	By:	/s/
Michael King                                       	 	

	 


 


 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


MUFG BANK, LTD. as Swingline Lender


 





	By:	/s/
Trevor Neilson                                      	 	

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


NATIONAL WESTMINSTER BANK PLC as Swingline
Lender


 


	By:	/s/ Krishan Patel	 


 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


SUMITOMO MITSUI BANKING CORPORATION as
Swingline Lender


 





	By:	/s/ Martin Kennedy                                    	 	/s/
Reiko Mori

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


THE TORONTO-DOMINION BANK, LONDON BRANCH as
Swingline Lender


 





	By:	/s/ Andrew Williams                                    	 	/s/
Pei-Lyn Hui

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


UBS AG, STAMFORD BRANCH as Swingline Lender


 





	By:	/s/ Gordon McLelland	 	/s/
Alan Greenhow

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


UNICREDIT BANK AG as Swingline Lender


 





	By:	/s/ David Vials                                     	 	/s/
Alan John Holmes

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


Exiting Agent


 


THE ROYAL BANK OF SCOTLAND PLC


 





	By:	/s/ Krishan Patel                                    	 	

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


Exiting U.S. Swingline Agent


 


THE ROYAL
BANK OF SCOTLAND PLC (CONNECTICUT BRANCH)
 





	By:	/s/ Krishan Patel                                    	 	

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]
 






    


     


    

 


Successor Agent


 


BARCLAYS BANK PLC


 





	By:	/s/ Michael Joyner                                  	 	

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]


 






    


     


    

 


Successor U.S. Swingline Agent


 


BARCLAYS BANK PLC


 





	By:	/s/ Michael Joyner                                  	 	

	 





 


[Signature Page to
USD Amendment and Restatement Agreement]