facilitiesagreementmoypa






                                                                                              Exhibit 10.1                                                                                                                                                                                                                                                                                                                    Dated      June 2, 2018                                                                                                                 MOY PARK HOLDINGS (EUROPE) LIMITED (AND CERTAIN SUBSIDIARIES AS LISTED IN SCHEDULE 1)                                                  arranged by                                                                              THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND                                                      with                         THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND                                                acting as Agent                                                                                                                                                          FACILITY AGREEMENT                            MULTICURRENCY REVOLVING FACILITY AGREEMENT                                                                                                                                                                                                                                                                  





 






                                                                                                                                                             TABLE OF CONTENTS  1      Definitions and Interpretation ..........................................................................................................................4  2      The Facility ....................................................................................................................................................23   3      Purpose .........................................................................................................................................................25   4      Conditions of Utilisation .................................................................................................................................25   5      Utilisation .......................................................................................................................................................26   6      Optional Currencies ......................................................................................................................................27   7      Repayment ....................................................................................................................................................28   8      Prepayment and Cancellation .......................................................................................................................29   9      Interest ..........................................................................................................................................................33   10     Interest Periods .............................................................................................................................................34   11     Changes to the Calculation of Interest ..........................................................................................................34   12     Fees ..............................................................................................................................................................36   13     Tax Gross Up and Indemnities ......................................................................................................................36   14     Increased Costs ............................................................................................................................................44   15     Other Indemnities ..........................................................................................................................................45   16     Mitigation by the Lenders ..............................................................................................................................46   17     Costs and Expenses .....................................................................................................................................46   18     Guarantee and Indemnity ..............................................................................................................................47  19     Representations ............................................................................................................................................49   20     Information Undertakings ..............................................................................................................................54  21     Financial Covenants ......................................................................................................................................58   22     General Undertakings ...................................................................................................................................61   23     Events of Default ...........................................................................................................................................69   24     Changes to the Lenders ................................................................................................................................72  25     Restriction on Debt Purchase Transactions ..................................................................................................76   26     Changes to the Obligors ...............................................................................................................................76  27     Role of the Agent and the Arranger ..............................................................................................................78   28     Conduct of business by the Finance Parties .................................................................................................86   29     Sharing among the Finance Parties ..............................................................................................................86   30     Payment Mechanics ......................................................................................................................................87   31     Set-Off ...........................................................................................................................................................90   32     Notices ..........................................................................................................................................................90   33     Calculations and Certificates .........................................................................................................................92  34     Partial Invalidity .............................................................................................................................................92   35     Remedies and Waivers .................................................................................................................................92   36     Amendments and Waivers ............................................................................................................................93                                                                                                               2  





 






                                                                                                               37     Confidential Information ................................................................................................................................95   38     Confidentiality of Funding Rates ...................................................................................................................99   39     Counterparts ...............................................................................................................................................100   40     Governing Law ............................................................................................................................................100   41     Enforcement ................................................................................................................................................100   Schedule 1 The Original Parties .............................................................................................................................101          Part 1 The Original Obligors ........................................................................................................................101          Part 2 ...........................................................................................................................................................102          Moy Park Beef Orleans SARL & Moy Park France Holdco SARL .................. Error! Bookmark not defined.          Part 3 The Original Lenders ........................................................................................................................102   Schedule 2 Conditions Precedent ...........................................................................................................................103          Part 1 Conditions Precedent To  Initial Utilisation .......................................................................................103          Part 2 Conditions Precedent required to be delivered by an Additional Obligor .........................................105   Schedule 3 Utilisation Request ................................................................................... Error! Bookmark not defined.   Schedule 4 [not used] ................................................................................................. Error! Bookmark not defined.   Schedule 5 Form of Transfer Certificate ..................................................................... Error! Bookmark not defined.   Schedule 6 Commitment/rights and obligations to be transferred .............................. Error! Bookmark not defined.   Schedule 7 Form Of Assignment Agreement ............................................................. Error! Bookmark not defined.   Schedule 8 Rights to be assigned and obligations to be released and undertaken ... Error! Bookmark not defined.   Schedule 9 Form of Accession Letter ......................................................................... Error! Bookmark not defined.   Schedule 10 Form of Resignation Letter .................................................................... Error! Bookmark not defined.   Schedule 11 Form of Compliance Certificate ............................................................. Error! Bookmark not defined.   Schedule 12 Existing Security .................................................................................... Error! Bookmark not defined.   Schedule 13 ................................................................................................................ Error! Bookmark not defined.   Schedule 14 LMA Form of Confidentiality Undertaking .............................................. Error! Bookmark not defined.   Schedule 15 Timetables ............................................................................................. Error! Bookmark not defined.   Schedule 16 Form of Increase Confirmation .............................................................. Error! Bookmark not defined.   Schedule 17 Relevant Commitment/rights and obligations to be assumed by the Increase Lender Error! Bookmark       not defined.                                                                                                                    3  





 






                                                                                                               THIS AGREEMENT      is dated      June 2, 2018 and made between:   (1)    MOY PARK HOLDINGS (EUROPE) LIMITED           a company incorporated in Northern Ireland with registered         number NI070325 (the  Parent ) ;   (2)    THE SUBSIDIARIES     of the Parent listed in Schedule 1Part 1  as original borrowers (together with the Parent         the Original Borrowers );   (3)    THE SUBSIDIARIES     of the Parent listed in Schedule 1Part 1  as original guarantors (together with the Parent         the Original Guarantors );   (4)    THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND                 and BANK OF IRELAND (UK) PLC       as         mandated lead arrangers (whether acting individually or together the Arranger );   (5)    THE FINANCIAL INSTITUTIONS       listed in Schedule 1Part 3   as lenders (the Original Lenders ); and   (6)    THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND                as agent of the other Finance Parties (the         Agent ).   IT IS AGREED    as follows:   1      DEFINITIONS AND INTERPRETATION   1.1    Definitions          In this Agreement:          Acceptable Bank   means:          (a)      the Original Lenders and their Affiliates; or          (b)      a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced                  debt obligations of BBB+ or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or                  Baa1 or higher by Moody's Investors Service Limited or a comparable rating from an internationally                  recognised credit rating agency; or          (c)      any  other  bank  or  financial  institution  approved  by  the  Agent  (acting  on  the  instructions  of  the                  Majority Lenders).          Accession  Letter  means a  document substantially in the form set out in Error!  Reference  source not         found.  (Form of Accession Letter) .          Accounting Principles   means generally accepted accounting principles in the United Kingdom, including         IFRS.          Additional Borrower   means a company which becomes an Additional Borrower in accordance with clause         26 (Changes to the Obligors ).          Additional  Guarantor   means  a  company  which  becomes  an  Additional  Guarantor  in  accordance  with         clause 26 (Changes to the Obligors ).          Additional Obligor  means an Additional Borrower or an Additional Guarantor.          Affiliate  means, 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.          Agent's Spot Rate of Exchange    means:                                                                                                              4  





 






                                                                                                        (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 11.00am on a particular day.   Anti-Money  Laundering  Laws    means  all applicable  laws or regulations  in any  jurisdiction in  which any  Obligor  is  located  or  doing  business  that  relate  to  money  laundering,  any  predicate  crime  to  money  laundering,  or any financial record keeping and reporting requirements related thereto.   Assignment Agreement     means an agreement substantially in the form set out in Error! Reference source  not found.  (Form of Assignment Agreement ) or any other form agreed between the relevant assignor and  assignee.   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 one  month from the date of the Termination Date.   Available Commitment    means a Lender's Commitment minus:   (a)      the Base Currency Amount of its participation in any outstanding Loans; and   (b)      in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans           that are due to be made on or before the proposed Utilisation Date,    other than that Lender's participation in any Loans that are due to be repaid or prepaid on or before the  proposed Utilisation Date.   Available Facility  means the aggregate for the time being of each Lender's Available Commitment.   Base Currency   means Sterling.   Base  Currency  Amount     means,  in  relation  to  a  Loan,  the  amount  specified  in  the  Utilisation  Request  delivered by a Borrower for that Loan (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) as adjusted to reflect any repayment or prepayment of a Loan.   Bilateral Facilities means any of the following facilities provided by an Original Lender (or their Affiliates) or  any other lender:                 (i)  an overdraft facility;                 (ii)  a guarantee, bonding, documentary or stand-by letter of credit facility;                 (iii)  a short term loan facility; or                  (iv) credit cards;    (and each a Bilateral Facility ).   Bilateral Facility Limit  means £30,000,000                                                                                                         5  





 






                                                                                                        Borrower   means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in  accordance with clause 26 (Changes to the Obligors ).   Break Costs   means the amount (if any) by which:   (a)      the interest which a Lender should have received for the period from the date of receipt of all or any           part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in           respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid           on the last day of that Interest Period;   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.   Budget   means:   (a)      in relation to the Financial Year ending December 2018, the budget to be delivered by the Parent to           the Agent pursuant to Clause 4.1 (Initial conditions precedent ); and   (b)      in relation to any other period, any budget delivered by the Parent to the Agent in respect of that           period pursuant to Clause 20.4 (Budget ).   Business Day   means a day (other than a Saturday or Sunday) on which banks are open for general business  in London and Belfast 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; or   (b)      (in relation to any date for payment or purchase of euro) any TARGET Day.   Cash   means, at any time, cash denominated in sterling, euro or dollars in hand or at bank and (in the latter  case) credited to an account in the name of an Obligor with an Acceptable Bank and to which an Obligor is  alone (or together with other Obligors) beneficially entitled and for so long as:   (a)      that cash is repayable on demand;   (b)      repayment of that cash is not contingent on the prior discharge of any other indebtedness of any           member of the Group or of any other person whatsoever or on the satisfaction of any other condition;   (c)      there is no Security over that cash except for any Permitted Security constituted by a netting or set-          off  arrangement  entered  into  by  members  of  the  Group  in  the  ordinary  course  of  their  banking           arrangements; and   (d)      the cash is freely immediately available to be applied in repayment or prepayment of the Facilities   but, for the avoidance of doubt, this shall not prohibit or restrict an Obligor from holding cash in any account  which  is  subject  to  a  time  deposit  or  other  fixed  term  deposit  so  long  as  such  cash  can  be  accessed  immediately (whether subject to a break cost, penalty fee or otherwise).    Code   means the US Internal Revenue Code of 1986.      Commitment    means:                                                                                                        6  





 






                                                                                                        (a)      in relation to an Original Lender, the amount in the Base Currency set opposite its name under the           heading "Commitment" in Schedule 1Part 3   (The Original Parties ) and the amount of any other           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 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.   Compliance Certificate   means a certificate substantially in the form set out in Error! Reference source  not found.  (Form of Compliance Certificate .   Confidential Information  means all information relating to the Parent, any Obligor, the Group, the Finance  Documents or the 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 the 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 37 (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 Quotation.   Confidentiality Undertaking  means a confidentiality undertaking substantially in a recommended form of  the LMA as set out in Error! Reference source not found.  (LMA Form of Confidentiality Undertaking ) or in  any other form agreed between the Parent and the Agent.   CTA   means the Corporation Tax Act 2009.   Debt Purchase Transaction    means, in relation to a person, a transaction where such person:    (a)      purchases by way of assignment or transfer;   (b)      enters into any sub-participation in respect of; or                                                                                                        7  





 






                                                                                                        (c)      enters into any other agreement or arrangement having an economic effect substantially similar to           a sub-participation in respect of,   any Commitment or amount outstanding under this Agreement.   Default  means an Event of Default or any event or circumstance specified in clause 23 (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.   Defaulting Lender  means any Lender:   (a)      which has failed to make its participation in a Loan available (or has notified the Agent or the Parent           (which  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 );   (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 3 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 (and provided further that such Lender is using all reasonable endeavours to                   resolve such dispute).   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 Facility (or otherwise in order for the transactions contemplated by the Finance Documents to           be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties;           or    (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,   and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations  are disrupted.   Distribution Conditions means that, where required by the provisions of clause 22.17 (Loans or Credit )  and/or  clause  22.18  (Dividends,  share  redemption  and  Permitted  Shareholder  loan  repayments ),  the  Obligors satisfy each of the following conditions in respect of a Shareholder Holding Company Loan and/or  the taking of any Distribution Action:                                                                                                         8  





 






                                                                                                        (a)      from  the  date  of  this  Agreement,  all  payments  due  to  the  Finance  Parties  under  the  Finance           Documents  have  been  made  at  the  times  and  in  the  manner  expressly  provided  for  in  this           Agreement (except where any such payment obligation has been waived by the Agent (acting on           the instructions of all of the Lenders);    (b)      from the date of this Agreement, each of the financial covenants specified in clause 21 ( Financial           Covenants ) have been complied with at the times and in the manner expressly provided for in this           Agreement (except where any such financial covenant has been waived by the Agent (acting on the           instructions of all of the Lenders);   (c)      in respect of each Shareholder Holding Company Loan and/or Distribution Action, together with the           Compliance  Certificate  delivered  pursuant  to  clause  20.2  (Compliance  Certificate )  the  Parent           delivers  an  additional  certificate  signed  by  the  Chief  Financial  Officer  or  in  his/her  absence  the           President of the Parent (a Distribution Certificate ), which certifies:               (i)  each of the matters referred to in paragraphs (a) and (b) (above);                (ii)  the Distribution Action to be taken and/or Shareholder Holding Company Loan to be made                   and the date on which it is proposed to take such action or make such loan;               (iii)  that  such  Distribution  Action  and/or  Shareholder  Holding  Company  Loan  is  made  in                   accordance with all applicable laws;                (iv)  that no Default is continuing or such reasonably be expected to occur as a result of the                   relevant Distribution Action being taken and/or the Shareholder Holding Company Loan                   being made;                (v)  that  all  payments  that  are  due  to  be  paid  to  the  Finance  Parties  under  the  Finance                   Documents  for  the  12  months  occurring  after  the  relevant  Distribution  Action  and/or                   Shareholder Holding Company Loan are forecast to be met notwithstanding the relevant                   Distribution Action and/or Shareholder Holding Company Loan having been taken (and                   taking account of such Distribution Action and/or Shareholder Holding Company Loan);                   and                (vi)  each of the financial covenants specified in clause 21 (Financial Covenants ) for the next                   full Financial Year to occur are forecast to be met notwithstanding the relevant Distribution                   Action and/or Shareholder Holding Company Loan having been taken (and taking account                   of such Distribution Action and/or Shareholder Holding Company Loan);    Dormant Subsidiary    means a member of the Group which does not trade (for itself or as agent for any  person).   Eligible Institution  means any Lender or other bank, financial institution, trust, fund or other entity selected  by the Parent and which, in each case, is not a member of the Group.   Environment   means humans, animals, plants and all other living organisms including the ecological systems  of which they form part and the following media:   (a)      air (including, without limitation, air within natural or man-made structures, whether above or below           ground);   (b)      water (including, without limitation, territorial, coastal and inland waters, water under or within land           and water in drains and sewers); and   (c)      land (including, without limitation, land under water).                                                                                                        9  





 






                                                                                                        Environmental Claim   means any claim, proceeding, formal notice or investigation by any person in respect  of any Environmental Law.   Environmental Law    means any applicable law or regulation which relates to:   (a)      the pollution or protection of the Environment;   (b)      the conditions of the workplace; or   (c)      the  generation,  handling,  storage,  use,  release  or  spillage  of  any  substance  which,  alone  or  in           combination  with  any  other,  is  capable  of  causing  harm  to  the  Environment,  including,  without           limitation, any waste.   Environmental Permits    means any permit and other Authorisation and the filing of any notification, report  or assessment required under any Environmental Law for the operation of the business of any member of  the Group conducted on or from the properties owned or used by any member of the Group.   EURIBOR    means, in relation to any 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 Loan; or   (b)      as otherwise determined pursuant to clause 11.1 (Unavailability of Screen Rate ),   and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.   Event of Default  means any event or circumstance specified as such in clause 23 (Events of Default ).   Existing Security means the Security and Quasi-Security listed in Error! Reference source not found.   (Existing Security ).    Existing Shareholder (Subordinated) Loan    means the loan of £30,000,000.00 between Onix Investments  UK Limited (as lender) and Moy Park (Bondco) plc (as borrower) dated 22 May 2018.   Existing Shareholder (Equity)  Loan  means the loan of £144,000,000.00 between Onix Investments UK  Limited (as lender) and Moy Park (Bondco) plc (as borrower) dated 7 March 2018.   Facility  means the revolving loan facility made available under this Agreement as described in clause 2 (The  Facility ).   Facility Office  means the office or offices notified by a Lender to the Agent in writing on or before the date  it becomes a Lender (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 one month.   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           paragraphs  (a)  or  (b)  above  with  the  US  Internal  Revenue  Service,  the  US  government  or  any           governmental or taxation authority in any other jurisdiction.                                                                                                      10  





 






                                                                                                        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;    (b)      in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates           to "gross proceeds" from the disposition of property of a type that can produce interest from sources           within the US), 1 January 2019; or   (c)      in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within           paragraphs (a) or (b) above, 1 January 2019,   or, in each case, such other date from which such payment may become subject to a deduction or withholding  required by FATCA as a result of any change in FATCA after the date of this Agreement.   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.   Fee Letter  means any letter or letters dated on or about the date of this Agreement between the Arranger  and the Parent (or the Agent and the Parent) setting out any of the fees referred to in clause 12 (Fees ).   Finance Documents means this Agreement, any Fee Letter, any Subordination Deed, any Accession Letter,  any Resignation Letter and any other document designated as such by the Agent and the Parent.   Finance Party  means the Agent, the Arranger and any Lender.   Financial Indebtedness   means any indebtedness (without double counting) for or in respect of:   (a)      moneys borrowed and debit balances at banks or other financial institutions;   (b)      any  acceptance  under  any  acceptance  credit  or  bill  discounting  facility  (or  dematerialised           equivalent);   (c)      any  note  purchase  facility  or  the  issue  of  bonds,  notes,  debentures,  loan  stock  or  any  similar           instrument;   (d)      the amount of any liability in respect of Finance Leases;   (e)      receivables sold or discounted (other than any receivables to the extent they are sold on a non-          recourse basis and meet any requirement for de-recognition under the Accounting Principles);   (f)      any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the           marked to market value (or, if any actual amount is due as a result of the termination or close-out of           that Treasury Transaction, that amount) shall be taken into account);   (g)      any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of           credit or any other instrument issued by a bank or financial institution in respect of (i)  an underlying           liability of an entity which is not a member of the Group which liability would fall within one of the           other paragraphs of this definition or (ii) any liabilities of any member of the Group relating to any           post-retirement benefit scheme;   (h)      any amount raised by the issue of shares which are redeemable (other than at the option of the           issuer)  before  30  May  2023  or  are  otherwise  classified  as  borrowings  under  the  Accounting           Principles;                                                                                                       11  





 






                                                                                                        (i)      any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary           reasons  behind  entering  into  the  agreement  is  to  raise  finance  or  to  finance  the  acquisition  or           construction of the asset or service in question or (ii) the agreement is in respect of the supply of           assets or services and payment is due more than 120 days after the date of supply;   (j)      any amount raised under any other transaction (including any forward sale or purchase, sale and           sale  back  or  sale  and  leaseback  agreement)  having  the  commercial  effect  of  a  borrowing  or           otherwise classified as borrowings under the Accounting Principles; and   (k)      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   Funding Rate   means any individual rate notified by a Lender to the Agent pursuant to clause 11.4.1(ii) (Cost  of funds ).    Group   means the Parent and its Subsidiaries for the time being.   Group Structure Chart   means the group structure chart in the agreed form.   Guarantor   means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor  in accordance with clause 26 (Changes to the Obligors ).   Historic  Screen  Rate   means,  in  relation  to  any  Loan,  the  most  recent  applicable  Screen  Rate  for  the  currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a  day which is no more than 3 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  IAS  Regulation  1606/2002  to  the  extent applicable to the relevant financial statements.    Increase Confirmation   means a confirmation substantially in the form set out in Error! Reference source  not found.  (Form of Increase Confirmation ).   Increase Lender   has the meaning given to that term in clause 2.2 (Increase ).   Information  Memorandum      means  the  five  year  financial  forecasts  concerning  the  Group  which  was  prepared in relation to this transaction and financing.   Insolvency Event   in relation to an entity means that the entity:            is dissolved (other than pursuant to a consolidation, amalgamation or merger);            becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to          pay its debts as they become due;            makes a general assignment, arrangement or composition with or for the benefit of its creditors;            institutes or has instituted against it, by a regulator, supervisor or any similar official with primary          insolvency, rehabilitative or regulatory jurisdiction over it in  the jurisdiction of its incorporation or          organisation  or  the  jurisdiction  of  its  head  or  home  office,  a  proceeding  seeking  a  judgment  of          insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar          law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such          regulator, supervisor or similar official;            has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other          relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a                                                                                                      12  





 






                                                                                                                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;           has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking          Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the          Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;             has a resolution passed for its winding-up, official management or liquidation (other than pursuant          to a consolidation, amalgamation or merger);            seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,          receiver, examiner, trustee, custodian or other similar official for it or for all or substantially all its          assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any          such appointment which is to be made, or is made, by a person or entity described in paragraph (d)          above);           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;           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 (j)  above; or            takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any          of the foregoing acts .   Interest Period  means, in relation to a Loan, each period determined in accordance with clause 10 (Interest  Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with clause 9.3 (Default  interest).    Interpolated Historic Screen Rate  means, in relation to any Loan, the rate (rounded to five decimal places)  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 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 Loan,    each for the currency of that Loan and each of which is as of a day which is no more than 3 days before the  Quotation Day.   Interpolated Screen Rate   means, in relation to any Loan, the rate (rounded to five decimal places) 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 Loan; and                                                                                                       13  





 






                                                                                                        (b)      the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which           exceeds the Interest Period of that Loan,    each as of the Specified Time for the currency of that Loan.   ITA  means the Income Tax Act 2007.   JBS SA   means JBS S.A.    JBS USA    means  JBS USA Holdings Inc.   Joint  Venture  means  any  joint  venture  entity,  whether  a  company  unincorporated  firm,  undertaking  association, joint venture or partnership or other entity.     Legal Opinion  means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent )  or otherwise under the Finance Documents.   Legal Reservations   means:   (a)      the principle that equitable remedies may be granted or refused at the discretion of a court and the           limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally           affecting the rights of creditors;   (b)      the time barring of claims under applicable limitation acts, the possibility that an undertaking to           assume liability for or indemnify a person against non-payment of UK stamp duty may be void and           defences of set-off or counterclaim;   (c)      similar  principles,  rights  and  defences  under  the  laws  of  the  jurisdiction  of  incorporation  of  an           Obligor or the jurisdiction(s) in which it conducts or carries on any trade or business; and   (d)      any general principles, reservations or qualifications, in each case as to matters of law as set out           in any Legal Opinion.   Lender  means:   (a)      any Original Lender; 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 24 (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.   LIBOR   means, in relation to any 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 11.1 (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 loan made or to be made under the Facility or the principal amount outstanding for the time  being of that loan.                                                                                                       14  





 






                                                                                                        Majority Lenders  means a Lender or Lenders whose Commitments aggregate more than 75% of the Total  Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75% of the  Total Commitments immediately prior to the reduction).   Mandatory  Cost   means  such  additional  percentage  as  any  Lender  determines  to  be  necessary  to  compensate that Lender for the cost to it of permitting a Utilisation under the Facility for the Interest Period  selected by the Borrower under this Agreement or maintaining the Facility, by reason of any liquidity reserve  ratio, special deposit or other requirements of any Regulatory Authority whether or not required by law.   Margin  means in relation to any Loan:   (a)      provided the Parent has satisfied each condition referred to in paragraph 4.6 of Part 1 of Schedule           2  ( Conditions  Precedent )  from,  and  including  the  date  of  this  Agreement,  to  the  date  falling  5           Business Days after receipt by the Agent of the first Compliance Certificate to be delivered by the           Parent in accordance with clause 20.2 (Compliance Certificate ), the Margin shall be 1.25 per cent.           per annum (otherwise if the Parent has not satisfied such conditions the Margin shall be 2.00 per           cent. per annum to the date falling 5 Business Days after receipt by the Agent of the first Compliance           Certificate to be delivered); and    (b)      thereafter, if:              (i)  no Event of Default has occurred and is continuing; and              (ii)  Leverage in respect of the most recently completed Relevant Period is within a range set out                 below,              then the Margin shall be the percentage per annum set out below in the column opposite that             range in the table below:                                       Leverage                           Margin per annum            Less than 1.5x                                         1.25%            Greater than or equal to 1.5x but less                 1.50%           than 2.0x            Greater than or equal to 2.0x but less                 1.75%           than 2.5x            Greater than or equal to 2.5x                          2.00%   However:              (i)  any increase or decrease in the Margin for a Loan shall take effect on the date ( the reset                 date ) which is 5 Business Days after receipt by the Agent of the Compliance Certificate for                 that Relevant Period pursuant to Clause 20.2 (Compliance Certificate );              (ii)  if, following receipt by the Agent of the Compliance Certificate related to the relevant Annual                 Financial Statements, that Compliance Certificate does not confirm the basis for a reduced                 Margin, then clause 9.2.2 of Clause 9.2 (Payment of interest ) shall apply and the Margin for                 that  Loan  shall  be  the  percentage  per  annum  determined  using  the  table  above  and  the                 revised Leverage ratio calculated using the figures in that Compliance Certificate;              (iii)  while a Default is continuing (and, for the avoidance of doubt, only for the period of time during                 which  such  Default  is  continuing),  the  Margin  for  each  Loan  under  the  Loan  shall  be  the                 highest percentage per annum for a Loan set out in the table above; and                                                                                                       15  





 






                                                                                                                   (iv) for the purpose of determining the Margin, Leverage and Relevant Period shall be determined                 in accordance with Clause 21.1 (Financial definitions ).   Material Adverse Effect means in the reasonable opinion of the Majority Lenders a material adverse effect  on:   (a)      the business, operations, property, condition (financial or otherwise) or prospects of the Group taken           as a whole; or   (b)      the ability of an Obligor to perform its obligations under the Finance Documents; or   (c)      the rights or remedies of any Finance Party under any of the Finance Documents.   Material Subsidiaries  means, at any time a member of the Group which satisfies any one or more of the  following:   (a)      a wholly owned member of the Group that holds shares in an Obligor; or   (b)      it contributes not less than five per cent. of EBITDA; or   (c)      it contributes not less than five per cent. of consolidated gross assets; or   (d)      it contributes not less than five per cent. of the net revenue of the Group; or   (e)      to  which  is  transferred  the  whole  or  substantially  the  whole  of  the  undertaking  and  assets  of           Subsidiary of the Parent which immediately before the transfer is a Material Subsidiary   in each case calculated on a consolidated basis and pursuant to the Accounting Principles by reference to  the latest consolidated financial statements of the Group. However, if a Subsidiary has been acquired since  the  date  as  at  which  the  latest  audited  financial  statements  of  the  Group,  were  prepared,  the  financial  statements shall be deemed to be adjusted in order to take account of the acquisition of that Subsidiary.   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:               (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   The above rules will only apply to the last Month of any period.   Moy Park Beef Orleans   means Moy Park Beef Orleans SARL, a company incorporated in France, the details  of which are set out in Part 2 of Schedule 1.   Moy Park France Holdco    means Moy Park France Holdco SARL, a company incorporated in France, the  details of which are set out in Part 2 of Schedule 1.   Moy Park France   means Moy Park France SAS, a company incorporated in France, the details of which are  set out in Part 2 of Schedule 1                                                                                                      16  





 






                                                                                                        New Lender   has the meaning given to that term in clause 24 ( Changes to the Lenders ).   Obligor  means a Borrower or a Guarantor.   Obligors' Agent  means the Parent, 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  Financial  Statements   means  in  relation  to  the  Parent,  the  audited  consolidated  financial  statements of the Group for the Financial Year ended on or about 31 December 2017   Original Obligor  means an Original Borrower or an Original Guarantor.   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.   Permitted Acquisition  means an acquisition of all or any part of the issued share capital of a limited liability  company  or  the  entry  into  of  a  Joint  Venture  that  is  permitted  pursuant  to  the  terms  of  clause  22.13  (Acquisitions and Joint Ventures ).   Permitted ID Facilities  means the invoice discounting facilities provided by GE Facto France to Moy Park  France.   Permitted Financial Indebtedness means any Financial Indebtedness permitted to be incurred pursuant to  clause 22.14 (Financial Indebtedness ).    Permitted Security  means any Security permitted to the terms of clause 22.3 (Negative Pledge ).   Permitted Shareholder Loan    means a loan advanced, after the date of this agreement, by any one of the  Shareholder  Holding  Companies  to  the  Parent  or  an  Obligor  for  general  corporate  purposes  (including  funding Permitted Acquisitions).   Pilgrim's  Pride   means  Pilgrim's  Pride  Corporation  a  corporation  incorporated  in  the  State  of  Delaware  whose registered office is 1209 Orange Street, City of Wilmington, New Castle County, State of Delaware,  United States.   Prohibited Party  means a person located in, organised under the laws of, or owned or controlled by, or  acting on behalf of, a person located in or organised under the laws of a territory subject to comprehensive  Sanctions (currently Crimea, Iran, Sudan (excluding South Sudan), Syria, or North Korea).    Qualifying Lender  has the meaning given to it in clause 13 (Tax gross-up and indemnities ).   Quotation Day   means, in relation to any period for which an interest rate is to be determined:   (a)                (i)  (if the currency is sterling) the first day of that period;                (ii)  (if the currency is euro) two TARGET Days before the first day of that period; or               (iii)  for any other currency, two Business Days before the first day of that period,                                                                                                       17  





 






                                                                                                        (unless market practice differs in the Relevant Market for that 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 on more than one day, the Quotation Day will be the last of those  days)).   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                          (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.   Reference Banks    means, in relation to LIBOR, the principal London offices of Bank of Ireland (UK) plc, and  in relation to EURIBOR, the principal office in Dublin of The Governor and Company of the Bank of Ireland  or, in each case, such other entities as may be appointed by the Agent (with the consent of such reference  bank) in consultation with the Parent.   Regulatory Authority  means the Central Bank of Ireland, the Bank of England, the European Central Bank,  the Financial Conduct Authority, the Minister for Finance of Ireland, the Revenue Commissioners of Ireland  or  any  other  regulatory  authority  in  or  of  the  United  Kingdom,  Ireland  or  the  European  Union  or  other  community or federation of which the United Kingdom or Ireland is a member and which any Lender under  this Agreement is subject to and is required to comply with.   Related Fund   in relation to a fund (the first fund ), means a fund which is managed or advised by the same  investment manager or investment adviser as the first fund or, if it is managed by a different investment  manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of  the investment manager or investment adviser of the first fund.   Relevant Market   means, in relation to euro, the European interbank market, and, in relation to any other  currency, the London interbank market.                                                                                                       18  





 






                                                                                                        Repeating  Representations    means  each  of  the  representations  set  out  in  clauses  19.1  (Status ),  19.2  (Binding Obligations), 19.3 (Non-conflict with other obligations ), 19.4 (Power and authority ), 19.5 (Validity  and admissibility in evidence ), 19.6 (Governing law and enforcement ), 19.7 (Insolvency ), 19.9 (No filing or  stamp taxes ), 19.10 (No default ), 19.12 (Financial statements ), 19.13 (Pari pasu ranking ), 19.14 (Security  and  Financial  Indebtedness ),  19.15  (No  proceedings ),  19.19  (Anti-corruption  law ),  19.20  (Anti-money  laundering ) 19.21 (Centre of main interests and establishments ) and 19.22 (Sanctions ).   Representative    means  any  delegate,  agent,  manager,  administrator,  nominee,  attorney,  trustee  or  custodian.   Resignation Letter  means a letter substantially in the form set out in Error! Reference source not found.   (Form of Resignation Letter ).   Restricted Party  means a person:            listed on or owned or controlled by a person listed on any Sanctions List, or a person acting on          behalf of such a person;             located in, organised under the laws of or owned or controlled by, or acting on behalf of, a person          located in or organised under the laws of a country or territory which is a subject of country-wide or          territory-wide  Sanctions  (including,  without  limitation,  at  the  date  of  the  this  Agreement,  Crimea,          Cuba, Iran, Sudan, Syria or North Korea); or             otherwise a subject of Sanctions.    Rollover Loan  means one or more Loans:   (a)      made or to be made on the same day that a maturing Loan is due to be repaid;    (b)      the aggregate amount of which is equal to or less than the amount of the maturing Loan;    (c)      in the same currency as the maturing Loan (unless it arose as a result of the operation of clause 6.2           (Unavailability of a currency )); and   (d)      made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.   Sanctions  means any trade, economic or financial sanctions  laws, regulations, embargoes or restrictive  measures administered, imposed, enacted or enforced by a Sanctions Authority whether directly or indirectly  applicable.   Sanctions Authority   means:    (a)      the Security Council of the United Nations;    (b)      the United States;    (c)      the European Union (or any of its member states);   (d)      the United Kingdom;     (e)      any country to which any member of the Group is bound; and    (f)      the governments and official institutions or agencies of any of paragraphs (a) through (d) above,           including OFAC, OEE, the United States Department of State and Her Majesty's Treasury.                                                                                                                    19  





 






                                                                                                        Sanctions List  means:   (a)      the Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List           and List of Foreign Sanctions Evaders Sanctioned Pursuant to Executive Order 13608 maintained           by OFAC;    (b)      "The Consolidated List of Financial Sanctions Targets" maintained by Her Majesty's Treasury; or    (c)      any  similar  list  maintained  by,  or  public  announcement  of  a  Sanctions  designation  made  by,  a           Sanctions Authority (without limitation to the generality of the foregoing, such lists as are maintained           by (i) the European Union, (ii) the  United Nations Security Council Committee or (iii) the United           States Department of State),    each as amended, supplemented or substituted from time to time   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 on pages LIBOR01 or LIBOR02 of the Thomson Reuters           screen (or any replacement Thomson Reuters page which displays that rate); and   (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 on page EURIBOR01 of the Thomson Reuters screen (or any replacement           Thomson Reuters page which displays that rate),   or, in each case, 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 Parent   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.   Shareholder Holding Companies      means Pilgrim's Pride and Granite Holdings SARL, ONIX Investments  UK  Limited,  Sandstone  Holdings  SARL  and  Ivory  Investments  Luxembourg  SARL  (each  a Shareholder  Holding Company   ).   Shareholder  Holding  Company  Loan      means  a  loan  made  or  to  be  made  to  a  Shareholder  Holding  Company in accordance with clause 22.17.1(iii) (Loans or Credit ).   Specified Time  means a day or time determined in accordance with Error! Reference source not found.   (Timetables ).   Subordination Deed   means a subordination deed in favour of the Finance Parties in relation to the Existing  Shareholder (Subordinated) Loan, the Existing Shareholder (Equity) Loan and any Permitted Shareholder  Loans (in each case, in form and substance satisfactory to the Agent) and which permits repayment of the  Existing Shareholder (Subordinated) Loan and any Permitted Shareholder Loans (but not, for the avoidance  of doubt, the Existing Shareholder (Equity) Loan) only in a manner consistent with the provisions of Clause  22.18 (Dividends, share redemption and Permitted Shareholder Loan repayments).   Subsidiary  means a subsidiary within the meaning of section 1159 of the Companies Act 2006.   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.   TARGET Day     means any day on which TARGET2 is open for the settlement of payments in euro.                                                                                                      20  





 






                                                                                                                      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).          Termination Date   means the date falling on the fifth anniversary of the date of this agreement.          Third Party Bilateral Facility Limit  means £10,000,000.00 ( ten million pounds ).          Total  Commitments     means  the  aggregate  of  the  Commitments,  being  £100,000,000.00  ( one  hundred         million pounds ) at the date of this Agreement.          Transfer Certificate  means a certificate substantially in the form set out in Error! Reference source not         found.  (Form of Transfer Certificate ) or any other form agreed between the Agent and the Parent.          Transfer Date  means, in relation to an assignment or a transfer, the later of:          (a)      the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate;                  and          (b)      the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.          Treasury Transactions   means any derivative transaction entered into in connection with protection against         or benefit from fluctuation in any rate or price.          UK Obligor   means any Obligor incorporated under the laws of Northern Ireland or England and Wales.          United Kingdom    means the United Kingdom of Great Britain and Northern Ireland;          Unpaid Sum    means any sum due and payable but unpaid by an Obligor under the Finance Documents.          US  means the United States of America.          Utilisation  means a utilisation of the Facility.          Utilisation Date  means the date of a Utilisation, being the date on which a Loan is to be made.          Utilisation Request  means a notice substantially in the form set out in Error! Reference source not found.          (Utilisation Request ).          VAT   means:          (a)      any tax imposed in compliance with the Council Directive of 28 November 2006 on the common                  system of value added tax (EC Directive 2006/112); and           (b)      any other tax of a similar nature, whether imposed in a member state of the European Union in                  substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed                  elsewhere.   1.2    Construction          1.2.1     Unless a contrary indication appears, any reference in this Agreement to:                      (i)  the Agent , the Arranger , any Finance Party , any Lender , any Obligor  or any Party  shall                          be  construed  so  as  to  include  its  successors  in  title,  permitted  assigns  and  permitted                          transferees to, or of, its rights and/or obligations under the Finance Documents;                                                                                                              21  





 






                                                                                                                                  (ii)  a document in agreed form  is a document which is previously agreed in writing by or on                          behalf of the Parent and the Agent or, if not so agreed, is in the form specified by the                          Agent;                      (iii) assets  includes present and future properties, revenues and rights of every description;                      (iv)  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;                      (v)  a group of Lenders   includes all the Lenders;                      (vi) 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;                      (vii)  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);                      (viii)  a regulation includes any regulation, rule, official directive, request or guideline (whether                          or not having the force of law) of any governmental, intergovernmental or supranational                          body,  agency,  department  or  of  any  regulatory,  self-regulatory  or  other  authority  or                          organisation;                      (ix)  a provision of law is a reference to that provision as amended or re-enacted; and                      (x)  a time of day is a reference to London time.          1.2.2     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.          1.2.3     Section, clause and Schedule headings are for ease of reference only.          1.2.4     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.          1.2.5     A Default (other than an Event of Default) is continuing  if it has not been remedied or waived and                   an Event of Default is continuing  if it has not been waived.   1.3    Currency symbols and definitions          $, USD  and dollars  denote the lawful currency of the United States of America/ £, GBP  and sterling  denote         the lawful currency of the United Kingdom/ €, EUR  and euro  denote the single currency of the Participating         Member States.   1.4    Third party rights          1.4.1     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.          1.4.2     Subject to Clause 36.3 (Other exceptions ) but otherwise 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.                                                                                                              22  





 






                                                                                                               2      THE FACILITY   2.1    The Facility          Subject  to  the  terms  of  this  Agreement,  the  Lenders  make  available  to  the  Borrowers  a  multicurrency         revolving loan facility in an aggregate amount equal to the Total Commitments.   2.2    Increase           2.2.1     The Parent may by giving prior notice to the Agent by no later than the date falling 7 Business                   Days after the effective date of a cancellation of:                      (i)  the Available Commitments of a Defaulting Lender in accordance with Clause 8.6 (Right                          of cancellation in relation to a Defaulting Lender ); or                      (ii)  the Commitment of a Lender in accordance with:                        (A)  clause 8.1 (Illegality ); or                        (B)  clause 8.5.1 of clause 8.5 (Right of replacement or repayment and cancellation in relation                           to a single Lender ),                   request that the Commitments be increased (and the Commitments shall be so increased) in an                  aggregate amount in the Base Currency of up to the amount of the Commitment 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;                      (vi)  the Commitments of the other Lenders shall continue in full force and effect; and                      (vii)  any increase in the Commitments shall take effect on the date specified by the Parent 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.          2.2.2     The Agent shall, subject to clause 2.2.3 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.          2.2.3     The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase                   Lender once it is satisfied it has complied with all necessary " know your customer " or other similar                                                                                                              23  





 






                                                                                                                                checks under all applicable laws and regulations in relation to the assumption of the increased                   Commitments by that Increase Lender.          2.2.4     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.          2.2.5     The  Parent  shall  promptly  on  demand  pay  the  Agent  the  amount  of  all  costs  and  expenses                   (including legal fees) reasonably incurred by it in connection with any increase in Commitments                   under this clause 2.2.          2.2.6     The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for                   its own account) a fee in an amount equal to the fee which would be payable under clause 24.4                   (Assignment or transfer fee ) if the increase was a transfer pursuant to clause 24.6 (Procedure for                   transfer ) and if the Increase Lender was a New Lender.          2.2.7     The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between                   the Parent and the Increase Lender in a letter between the Parent 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 clause 2.2.7.          2.2.8     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.          2.2.9     Clause 24.5 (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) 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          2.3.1     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.          2.3.2     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 clause 2.3.3 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 the 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.                                                                                                              24  





 






                                                                                                                      2.3.3     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          2.4.1     Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter                   irrevocably appoints the Parent (acting through one or more authorised signatories) to act on its                   behalf as its agent in relation to the Finance Documents and irrevocably authorises:                     (i)  the  Parent  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 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                     (ii)  (ii) each Finance Party to give any notice, demand or other communication to that Obligor                        pursuant to the Finance Documents to the Parent,                     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.          2.4.2     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          Each Borrower shall apply all amounts borrowed by it under the Facility towards the general corporate and         working capital purposes of the Group (including Permitted Acquisitions).   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           4.1.1     No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents                   and  other  evidence  listed  in  Schedule  2Part  1   (Conditions  precedent )  in  form  and  substance                   satisfactory to the Agent. The Agent shall notify the Parent and the Lenders promptly upon being                   so satisfied.          4.1.2     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 clause 4.1.1 above, the Lenders authorise (but do not                                                                                                              25  





 






                                                                                                                                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.   4.2    Further conditions precedent          The  Lenders  will  only  be  obliged  to  comply  with  clause  5.4  (Lenders'  participation )  if  on  the  date  of  the         Utilisation Request and on the proposed Utilisation Date:          4.2.1     in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed                   Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed                   Loan; and          4.2.2     the Repeating Representations to be made by each Obligor are true in all material respects.   4.3    Conditions relating to Optional Currencies          4.3.1     A currency will constitute an Optional Currency in relation to a Loan if:                     (i)  it is readily available in the amount required and freely convertible into the Base Currency in                        the wholesale market for that currency on the Quotation Day and the Utilisation Date for that                        Loan; and                     (ii)  it is Euro or USD Dollars or it has been approved by the Agent (acting on the instructions of                        all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that                        Loan.          4.3.2     If the Agent has received a written request from the Parent for a currency to be approved under                   clause 4.3.1(ii) above, the Agent will confirm to the Parent by the Specified Time:                     (i)  whether or not the 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 Loans          4.4.1     A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more                   than 10 Loans would be outstanding.          4.4.2     Any Loan made by a single Lender under clause 6.2 (Unavailability of a currency ) shall not be                   taken into account in this clause 4.4.   5      UTILISATION   5.1    Delivery of a Utilisation Request          A Borrower may utilise the 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          5.2.1     Each Utilisation Request is irrevocable and will not be regarded as having been duly completed                   unless:                     (i)  the proposed Utilisation Date is a Business Day within the Availability Period;                                                                                                              26  





 






                                                                                                                                 (ii)  the currency and amount of the Utilisation comply with clause 5.3 (Currency and amount );                        and                     (iii)  the proposed Interest Period complies with clause 10 (Interest Periods ).          5.2.2     Only one Loan may be requested in each Utilisation Request.   5.3    Currency and amount          5.3.1     The  currency  specified  in  a  Utilisation  Request  must  be  the  Base  Currency  or  an  Optional                   Currency.          5.3.2     The amount of the proposed Loan must be:                     (i)  if  the  currency  selected  is  the  Base  Currency, a  minimum  of  £5,000,000.00  ( five  million                        pounds ) with integrals of £250,000.00 ( two hundred and fifty thousand pounds ) or, if less, the                        Available Facility; or                     (ii)  if the currency selected is Euro, a minimum of €5,000,000.00 (five million euro) with integrals                        of €250,000.00 (two hundred and fifty thousand euro ) above such amount, or, if less, the                        Available Facility;                     (iii)  if the currency selected is USD, a minimum of USD 5,000,000.00 (five million dollars ) with                        integrals of $250,000.00 ( two hundred and fifty thousand dollars)  above such amount, or, if                        less the Available Facility;                     (iv) if the currency selected is an Optional Currency (other than € or USD), the minimum amount                        (and, if required, integral multiple) specified by the Agent pursuant to clause 4.3.2 (Conditions                        relating to Optional Currencies ) or, if less, the Available Facility; and                     (v)  in any event, in each case, such that its Base Currency Amount is less than or equal to the                        Available Facility.   5.4    Lenders' participation          5.4.1     If the conditions set out in this Agreement, and subject to clause 7.1 (Repayment of Loans ) have                   been met each Lender shall make its participation in each Loan available by the Utilisation Date                   through its Facility Office.          5.4.2     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.          5.4.3     The Agent shall determine the Base Currency Amount of each 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, the amount of its participation in that Loan, in each case by the Specified                   Time.   5.5    Cancellation of Commitment          The  Commitments  which,  at  that  time,  are  unutilised  shall  be  immediately  cancelled  at  the  end  of  the         Availability Period.    6      OPTIONAL CURRENCIES   6.1    Selection of currency          A Borrower (or the Parent on behalf of a Borrower) shall select the currency of a Loan in a Utilisation Request.                                                                                                             27  





 






                                                                                                               6.2    Unavailability of a currency          If before the Specified Time on any Quotation Day:          6.2.1     a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the                   amount required; or          6.2.2     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 on that day.  In this         event, any Lender that gives notice pursuant to this clause 6.2 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.   6.3    Participation in a Loan          Each  Lender's  participation  in  a  Loan  will  be  determined  in  accordance  with  clause  5.4.2  (Lenders'         participation ).   7      REPAYMENT   7.1    Repayment of Loans          7.1.1     Each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.           7.1.2     Without prejudice to each Borrower's obligation under clause 7.1.1 above, if:                     (i)  one or more Loans are to be made available to a Borrower:                             (A)  on the same day that a maturing Loan is due to be repaid by that Borrower;                             (B)  in  the  same  currency  as  the  maturing  Loan  (unless  it  arose  as  a  result  of  the                                operation of clause 6.2 (Unavailability of a currency )); and                             (C)  in whole or in part for the purpose of refinancing the maturing Loan; and                     (ii)  the proportion borne by each Lender's participation in the maturing Loan to the amount of that                        maturing Loan is the same as the proportion borne by that Lender's participation in the new                        Loans to the aggregate amount of those new Loans,                          the aggregate amount of the new Loans shall, unless the Parent notifies the Agent to the                        contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment                        of the maturing Loan so that:                             (A)  If the amount of the maturing Loan exceeds the aggregate amount of the new Loans:                                 (1)  the relevant Borrower will only be required to make a payment under clause 30.1                                   (Payments  to  the  Agent )  in  an  amount  in  the  relevant  currency  equal  to  that                                   excess; and                                 (2)  each Lender's participation in the new 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 Loan and that Lender will not be required                                                                                                              28  





 






                                                                                                                                                to make a payment under clause 30.1 (Payments to the Agent ) in respect of its                                   participation in the new Loans; and                             (B)  if the amount of the maturing Loan is equal to or less than the aggregate amount of                                the new Loans:                                 (1)  the relevant Borrower will not be required to make a payment under clause 30.1                                   (Payments to the Agent ); and                                  (2)  each Lender will be required to make a payment under clause 30.1 (Payments                                   to the Agent) in respect of its participation in the new Loans only to the extent                                   that its participation in the new Loans exceeds that Lender's participation in the                                   maturing Loan and the remainder of that Lender's participation in the new 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 Loan.          7.1.3     At  any  time  when  a  Lender  becomes  a  Defaulting  Lender,  the  maturity  date  of  each  of  the                   participations of that Lender in the Loans then outstanding will be automatically extended to the                   Termination Date applicable to the Facility and will be treated as separate Loans (the Separate                   Loans ) denominated in the currency in which the relevant participations are outstanding.          7.1.4     If the Borrower makes a prepayment of a Loan pursuant to Clause 8.4 (Voluntary prepayment of                   Loans ), a Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving not                   less than 5 Business Days' prior notice to the Agent.  The proportion borne by the amount of the                   prepayment  of  the  Separate  Loan  to  the  amount  of  the  Separate  Loans  shall  not  exceed  the                   proportion borne by the amount of the prepayment of the Loan. The Agent will forward a copy of a                   prepayment  notice  received  in  accordance  with  this clause  7.1.4  to  the  Defaulting  Lender                   concerned as soon as practicable on receipt.          7.1.5     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 Agent (for the account of that  Defaulting Lender)  on the last day of each                   Interest Period of that Loan.          7.1.6     The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans                   other than to the extent inconsistent with clause 7.1.3 to 7.1.5 above, in which case those clauses                   shall prevail in respect of any Separate Loan.    8      PREPAYMENT AND CANCELLATION   8.1    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 or maintain its participation in any Loan:          8.1.1     that Lender shall promptly notify the Agent upon becoming aware of that event;          8.1.2     upon the Agent notifying the Parent, the Available Commitment of that Lender will be immediately                   cancelled; and          8.1.3     to the extent that the Lender's participation has not been transferred pursuant to clause 8.5.5(iv)                   (Right of replacement or repayment and cancellation in relation to a single Lender ), each Borrower                   shall repay that Lender's participation in the Loans made to that Borrower on the last day of the                   Interest Period for each Loan occurring after the Agent has notified the Parent or, if earlier, the                   date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day                                                                                                              29  





 






                                                                                                                                of any applicable grace period permitted by law) and that Lender's corresponding Commitment                   shall be cancelled in the amount of the participations repaid.   8.2    Change of control          8.2.1     If:                     (i)  JBS USA ceases to control Pilgrim's Pride or any person or group of persons acting in concert                        gains control of Pilgrim's Pride; and/or                     (ii)  JBS SA ceases to control JBS USA or any person or group acting in concert gains control of                        JBS USA; and/or                     (iii)  the Parent ceases to be wholly owned by Pilgrim's Pride;                         in each case:                             (A)  the Parent shall promptly notify the Agent upon becoming aware of that event;                             (B)  a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and                             (C)  if a Lender so requires and notifies the Agent within 5 days of the Parent notifying                                the Agent of the occurrence of the event, the Agent shall, by not less than 30 days                                notice  to  the  Parent,  cancel  the  Commitment  of  that  Lender  and  declare  the                                participation of that Lender in all outstanding Loans, together with accrued interest,                                and all other amounts accrued under the Finance Documents immediately due and                                payable, whereupon the Commitment of that Lender will be cancelled and all such                                outstanding Loans and amounts will become immediately due and payable; and          8.2.2     For the purpose of clause 8.2.1 (Change of Control ) above control  means                     (i)  the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:                             (A)  cast, or control the casting of, more than 49% of the maximum number of votes that                                might be cast at a general meeting of the Pilgrim's Pride, or as applicable JBS USA;                              (B)  appoint or remove all, or the majority, of the directors or other equivalent officers of                                the Pilgrim's Pride, or as applicable JBS USA; or                             (C)  give directions with respect to the operating and financial policies of Pilgrim's Pride                                with which the directors or other equivalent officers of such entities are obliged to                                comply;                     (ii)  hold beneficially more than 49% of the issued share capital of Pilgrim's Pride, or as applicable                        JBS USA, (excluding any part of that issued share capital that carries no right to participate                        beyond a specified amount in a distribution of either profits or capital)          8.2.3     For the purpose of clause 8.2.1 (Change of Control ) (above) 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 Pilgrim's Pride by any of them,                   either directly or indirectly, to obtain or consolidate control of Pilgrim's Pride, or as applicable JBS                   USA.   8.3    Voluntary cancellation          The Parent may, if it gives the Agent not less than 5 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 £5,000,000.00                                                                                                             30  





 






                                                                                                                      (five  million  pounds )  of  the  Available  Facility.  Any  cancellation  under  this  clause  8.3  shall  reduce  the         Commitments of the Lenders rateably.   8.4    Voluntary prepayment of Loans          The Borrower to which a Loan has been made may, if it gives the Agent not less than 5 Business Days' (or         such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan         (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount         of £5,000,000.00 ( five million pounds )).   8.5    Right of replacement or repayment and cancellation in relation to a single Lender          8.5.1     If:                     (i)  any  sum  payable  to  any  Lender  by  an  Obligor  is required  to  be  increased  under  clause                        13.2.4(iii) (Tax gross-up ); or                     (ii)  any  Lender  claims  indemnification  from  the  Parent  under  clause  13.3  (Tax  indemnity )  or                        clause 14.1 (Increased costs );                    the  Parent  may,  whilst  the  circumstance  giving  rise  to  the  requirement  for  that  increase  or                  indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender                  and its intention to procure the repayment of that Lender's participation in the Loans or give the                  Agent notice of its intention to replace that Lender in accordance with clause 8.5.4 below.          8.5.2     On receipt of a notice of cancellation referred to in clause 8.5.1 above, the Commitment of that                   Lender shall immediately be reduced to zero.          8.5.3     On the last day of each Interest Period which ends after the Parent has given notice of cancellation                   under clause 8.5.1(i) above (or, if earlier, the date specified by the Parent in that notice), each                   Borrower to which a Loan is outstanding shall repay that Lender's participation in that Loan.          8.5.4     If:                     (i)  (any of the circumstances set out in clause 8.5.1 above apply to a Lender; or                      (ii)  (an Obligor becomes obliged to pay any amount in accordance with clause 8.1 (Illegality ) to                        any Lender,                   the Parent may on 5 Business Days' prior notice to the Agent and that Lender, replace that Lender                  by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant                  to clause 24 (Changes to the Lenders ) all (and not part only) of its rights and obligations under this                  Agreement to an Eligible Institution which confirms its willingness to assume and does assume all                  the obligations of the transferring Lender in accordance with clause 24 (Changes to the Lenders )                  for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding                  principal amount of such Lender's participation in the outstanding Loans and all accrued interest,                  Break Costs and other amounts payable in relation thereto under the Finance Documents.          8.5.5     The  replacement  of  a  Lender  pursuant  to  clause  8.5.4  above  shall  be  subject  to  the  following                   conditions:                     (i)  the Parent shall have no right to replace the Agent;                     (ii)  neither the Agent nor any Lender shall have any obligation to find a replacement Lender;                     (iii)  (in  no  event  shall  the  Lender  replaced  under clause  8.5.4  above  be  required  to  pay  or                        surrender any of the fees received by such Lender pursuant to the Finance Documents; and                                                                                                             31  





 






                                                                                                                                 (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to clause 8.5.4                        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.          8.5.6     A Lender shall perform the checks  described in  clause  8.5.5(iv) above as soon as  reasonably                   practicable following delivery of a notice referred to in clause 8.5.4 above and shall notify the Agent                   and the Parent when it is satisfied that it has complied with those checks.   8.6    Right of cancellation in relation to a Defaulting Lender          8.6.1     If  any  Lender  becomes  a  Defaulting  Lender,  the  Parent  may,  at  any  time  whilst  the  Lender                   continues to be a Defaulting Lender, give the Agent 5 Business Days' notice of cancellation of                   each Available Commitment of that Lender.          8.6.2     On the notice referred to in clause 8.6.1 above becoming effective, each Available Commitment of                   the Defaulting Lender shall immediately be reduced to zero.          8.6.3     The Agent shall as soon as practicable after receipt of a notice referred to in clause 8.6.1 above,                   notify all the Lenders.   8.7    Restrictions          8.7.1     Any  notice  of  cancellation  or  prepayment  given  by  any  Party  under  this  clause  8  shall  be                   irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or                   dates upon which the relevant cancellation or prepayment is to be made and the amount of that                   cancellation or prepayment.          8.7.2     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.          8.7.3     Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or                   repaid may be reborrowed in accordance with the terms of this Agreement.          8.7.4     The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the                   Commitments except at the times and in the manner expressly provided for in this Agreement.          8.7.5     Subject  to  clause  2.2  (Increase ),  no  amount  of  the  Total  Commitments  cancelled  under  this                   Agreement may be subsequently reinstated.          8.7.6     If the Agent receives a notice under this clause 8 it shall promptly forward a copy of that notice to                   either the Parent or the affected Lender, as appropriate.          8.7.7     If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for                   redrawing (other than by operation of clause 4.2 (Further conditions precedent )), an amount of that                   Lender's Commitment (equal to the Base Currency Amount of the amount of the participation which                   is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.   8.8    Application of prepayments          Any prepayment of a Loan pursuant to clause 8.2 (Change of control ) or clause 8.4 (Voluntary prepayment         of Loans ) shall be applied pro rata  to each Lender's participation in that Loan.                                                                                                              32  





 






                                                                                                               9      INTEREST   9.1    Calculation of interest          The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the         aggregate of the applicable:          9.1.1     Margin; and          9.1.2     LIBOR or, in relation to any Loan in euro, EURIBOR; and          9.1.3     Mandatory Cost, if any.   9.2    Payment of interest          9.2.1     The Borrower to which a Loan has been made 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).          9.2.2     If the Compliance Certificate received by the Agent which relates to the relevant Annual Financial                   Statements  shows  that  a  higher  Margin  should  have  applied  during  a  certain  period,  then  the                   Parent shall (or shall ensure the relevant Borrower shall) promptly pay to the Agent any amounts                   necessary  to  put  the  Agent  and  the  Lenders  in  the  position  they  would  have  been  in  had  the                   appropriate rate of the Margin applied during such period.   9.3    Default interest          9.3.1     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 clause 9.3.2(ii) below, is 2 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 9.3 shall be immediately payable by the Obligor on demand by                   the Agent.          9.3.2     If any overdue amount consists of all or part of a Loan which became due on a day which was not                   the last day of an Interest Period relating to that Loan:                     (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                     (ii)  (the rate of interest applying to the overdue amount during that first Interest Period shall be 2                        per cent. per annum higher than the rate which would have applied if the overdue amount                        had not become due.   9.4    Notification of rates of interest          9.4.1     The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a                   rate of interest under this Agreement.          9.4.2     The Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan.                                                                                                              33  





 






                                                                                                               10     INTEREST PERIODS   10.1   Selection of Interest Periods          10.1.1    A Borrower (or the Parent on behalf of a Borrower) may select an Interest Period for a Loan in the                   Utilisation Request for that Loan.          10.1.2    Subject to this clause 10, a Borrower (or the Parent) may select an Interest Period of 1 month, 3                   months or 6 Months, or of any other period agreed between the Parent, the Agent and all the                   Lenders.          10.1.3    An Interest Period for a Loan shall not extend beyond the Termination Date.          10.1.4    Each Interest Period for a Loan shall start on the Utilisation Date.          10.1.5    A Loan has one Interest Period only.   10.2   Non-Business Days          10.2.1    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).   11     CHANGES TO THE CALCULATION OF INTEREST   11.1   Unavailability of Screen Rate          11.1.1    Interpolated Screen Rate :  If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for                   the Interest Period of a Loan, the applicable LIBOR or EURIBOR shall be the Interpolated Screen                   Rate for a period equal in length to the Interest Period of that Loan.          11.1.2    Shortened Interest Period :  If no Screen Rate is available for LIBOR or, if applicable, EURIBOR                   for:                     (i)  the currency of a Loan; or                     (ii)  the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,                   the Interest Period of that 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 on that basis.          11.1.3    Shortened Interest Period and Historic Screen Rate :  If the Interest Period of a Loan is, after giving                   effect to clause 11.1.2(ii) 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 Loan; or                     (ii)  the Interest Period of that 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 Loan.          11.1.4    Shortened Interest Period and Interpolated Historic Screen Rate :  If clause 11.1.3 above applies                   but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR                                                                                                              34  





 






                                                                                                                                or EURIBOR shall  be the Interpolated Historic Screen Rate for a period equal in length to the                   Interest Period of that Loan.          11.1.5    Reference  Bank  Rate :   If  clause  11.1.3  above  applies  but  it  is  not  possible  to  calculate  the                   Interpolated Historic Screen Rate, the Interest Period of that Loan shall, if it has been shortened                   pursuant  to  clause  11.1.2  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 Loan                   and for a period equal in length to the Interest Period of that Loan / there shall be no LIBOR or                   EURIBOR for that Loan and clause 11.4 (Cost of funds ) shall apply to that Loan for that Interest                   Period.          11.1.6    Cost of funds :  If clause 11.1.5 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  Loan  and                   clause 11.4 (Cost of funds ) shall apply to that Loan for that Interest Period.    11.2   Calculation of Reference Bank Rate          11.2.1    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.          11.2.2    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.   11.3   Market disruption          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 are equal to or exceed 30 per cent. of         that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably         select would be in excess of LIBOR or, if applicable, EURIBOR then clause 11.4 (Cost of funds ) shall apply         to that Loan for the relevant Interest Period.   11.4   Cost of funds          11.4.1    If this clause 11.4 applies, the rate of interest on each Lender's share of 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 rate notified to the Agent by that Lender as soon as practicable and in any event by close                        of business on the date falling 1 Business Day after the Quotation Day (or, if earlier, on the                        date falling 5 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 the cost to                        the  relevant  Lender  of  funding  its  participation  in  that  Loan  from  whatever  source  it  may                        reasonably select; and                     (iii)  the Mandatory Cost, if any, applicable to that Lender's participation in the Loan.          11.4.2    If this clause 11.4 applies and the Agent or the Parent so requires, the Agent and the Parent 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.          11.4.3    Any alternative basis agreed pursuant to clause 11.4.2 above shall, with the prior consent of all                   the Lenders and the Parent, be binding on all Parties.          11.4.4    If this clause 11.4.4 applies pursuant to clause 11.3 (Market disruption ) and:                                                                                                              35  





 






                                                                                                                                 (i)  a Lender's Funding Rate is less than LIBOR or, in relation to any Loan in euro, EURIBOR; or                      (ii)  a Lender does not supply a quotation by the time specified in clause 11.4.1 above,                   the  cost  to  that  Lender  of  funding  its  participation  in  that  Loan  for  that  Interest  Period  shall  be                  deemed, for the purposes of clause 11.4.4(i) above, to be LIBOR or, in relation to a Loan in euro,                  EURIBOR.   11.5   Notification to the Parent          If clause 11.4 (Cost of funds ) applies the Agent shall, as soon as is practicable, notify the Parent.   11.6   Break Costs          11.6.1    Each  Borrower  shall,  within  three  Business  Days  of  demand  by  a  Finance  Party,  pay  to  that                   Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid                   by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid                   Sum.          11.6.2    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.   12     FEES   12.1   Commitment fee          12.1.1    The Parent shall pay to the Agent (for the account of each Lender) a fee in the Base Currency                   computed at the rate of 30 per cent. per annum of the applicable margin for the Availability Period.          12.1.2    The accrued commitment fee is payable on the last day of each successive period of three Months                   which ends during the Availability Period, on the last day of the Availability Period and, if cancelled                   in full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation                   is effective.          12.1.3    No  commitment  fee  is  payable  to  the  Agent  (for  the  account  of  a  Lender)  on  any  Available                   Commitment of that Lender for any day on which that Lender is a Defaulting Lender.   12.2   Arrangement fee          The Parent shall pay to the Agent for the account of the Lenders an arrangement fee in the amount of 0.5         per cent. of the Total Commitments within 5 Business Days of the date of this Agreement.   12.3   Agency fee          The Parent shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed         in a Fee Letter.   13     TAX GROSS UP AND INDEMNITIES   13.1   Definitions          13.1.1    In this Agreement:          Borrower DTTP Filing   means an HM Revenue & Customs' Form DTTP2 duly completed and filed by the         relevant Borrower, which:                                                                                                              36  





 






                                                                                                                 where it relates to a Treaty Lender that is an Original Lender, contains the scheme reference number          and jurisdiction of tax residence stated opposite that Lender's name in  Schedule 1Part 3   (The          Original Parties ), and            where the Borrower is an Original Borrower, is filed with HM Revenue & Customs within 30 days of          the date of this Agreement; or            where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within 30 days          of the date on which that Borrower becomes an Additional Borrower; or            where it relates to a Treaty Lender that is not an Original Lender, contains the scheme reference          number and jurisdiction of tax residence stated in respect of that Lender in the documentation which          it executes on becoming a Party as a Lender; and            where the Borrower is a Borrower as at the date on which that Treaty Lender becomes a Party as a          Lender, is filed with HM Revenue & Customs within 30 days of that date; or           where the Borrower is not a Borrower as at the date on which that Treaty Lender becomes a Party          as a Lender, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower          becomes an Additional Borrower.   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 which is beneficially entitled to interest payable to that Lender in respect of an advance          under a Finance Document and is:              (i)  a Lender:                      (A)  which is a bank (as defined for the purpose of section 879 of the ITA) making an                         advance under a Finance  Document and is  within the charge to  United Kingdom                         corporation tax as respects any payments of interest made in respect of that advance                         or would be within such charge as respects such payments apart from section 18A                         of the CTA; or                      (B)  in respect of an advance made under a Finance Document by a person that was a                         bank  (as  defined  for  the  purpose  of  section  879  of the  ITA)  at  the  time  that  that                         advance  was  made  and  within  the  charge  to  United  Kingdom  corporation  tax  as                         respects any payments of interest made in respect of that advance; or              (ii)  a Lender which is:                      (A)  a company resident in the United Kingdom for United Kingdom tax purposes;                       (B)  a partnership each member of which is:                          (1)  a company so resident in the United Kingdom; or                          (2)  a company not so resident in the United Kingdom which carries on a trade in the                            United  Kingdom  through  a  permanent  establishment  and  which  brings  into                            account in computing its chargeable profits (within the meaning of section 19 of                            the CTA) the whole of any share of interest payable in respect of that advance                            that falls to it by reason of Part 17 of the CTA;                                                                                                       37  





 






                                                                                                                                         (C)  a company not so resident in the United Kingdom which carries on a trade in the                                United Kingdom through a permanent establishment and which brings into account                                interest payable in respect of that advance in computing the chargeable profits (within                                the meaning of section 19 of the CTA) of that company; or                     (iii)  a Treaty Lender; or                   a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making                 an advance under a Finance Document.          Tax Confirmation   means a confirmation by a Lender that the person beneficially entitled to interest payable         to that Lender in respect of an advance under a Finance Document is either:                   a company resident in the United Kingdom for United Kingdom tax purposes;                   a partnership each member of which is:                     (i)  a company so resident in the United Kingdom; or                     (ii)  a company not  so resident  in the  United  Kingdom  which carries on a trade  in the  United                        Kingdom through a permanent establishment and which brings into account in computing its                        chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of                        interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or                   a company not so resident in the United Kingdom which carries on a trade in the United Kingdom                 through a permanent establishment and which brings into account interest payable in respect of that                 advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that                 company.                            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 13.2 (Tax gross-up ) or a payment under clause 13.3 (Tax indemnity ).          Treaty Lender  means a Lender which:          (a)      is treated as a resident of a Treaty State for the purposes of the Treaty;          (b)      does not carry on a business in the United Kingdom through a permanent establishment with which                  that Lender's participation in the Loan is effectively connected.          Treaty State  means a jurisdiction having a double taxation agreement (a Treaty ) with the United Kingdom         which makes provision for full exemption from tax imposed by the United Kingdom on interest.   13.2   Tax gross-up          13.2.1    Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax                   Deduction is required by law.          13.2.2    The Parent 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 shall notify the Agent on becoming so aware in respect of a payment payable                                                                                                             38  





 






                                                                                                                  to that Lender.  If the Agent receives such notification from a Lender it shall notify the Parent and            that Obligor.   13.2.3    If a Tax Deduction is required by law to be made by an Obligor, 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.    13.2.4    A payment shall not be increased under clause 13.2.3 above by reason of a Tax Deduction on            account of Tax imposed by the United Kingdom, 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 the                 Lender had been 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 published concession of any relevant taxing authority; or              (ii)  the relevant Lender is a Qualifying Lender solely by virtue of paragraph 13.1.1(a)(ii) of the                 definition of Qualifying Lender; and:                      (A)  an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a                         Direction ) under section 931 of the ITA which relates to the payment and that Lender                         has received from the Obligor making the payment or from the Parent a certified copy                         of that Direction; and                      (B)  the payment could have been made to the Lender without any Tax Deduction if that                         Direction had not been made; or              (iii)  the relevant Lender is a Qualifying Lender solely by virtue of paragraph 13.1.1(a)(ii) of the                 definition of Qualifying Lender and:                      (A)  the relevant Lender has not given a Tax Confirmation to the Parent; and                      (B)  the payment could have been made to the Lender without any Tax Deduction if the                         Lender  had  given  a  Tax  Confirmation  to  the  Parent, on  the  basis  that  the  Tax                         Confirmation would have enabled the Parent to have formed a reasonable belief that                         the payment was an "excepted payment" for the purpose of section 930 of the ITA;                         or              (iv) the  relevant  Lender  is  a  Treaty  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 clause 13.2.8 or 13.2.9 (as applicable)                 below.   13.2.5    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.    13.2.6    [Not used].   13.2.7    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 a statement under section 975 of the ITA or other 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.                                                                                                       39  





 






                                                                                                                      13.2.8                      (i)  Subject  to  clause  13.2.8(ii)(B)  below,  a  Treaty  Lender  and  each  Obligor  which  makes  a                        payment to which that Treaty Lender is entitled shall co-operate in completing any procedural                        formalities necessary for that Obligor to obtain authorisation to make that payment without a                        Tax Deduction.                     (ii)                              (A)  A Treaty Lender which is an Original Lender and that holds a passport under the                                HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this                                Agreement,  shall  confirm  its  scheme  reference  number  and  its  jurisdiction  of  tax                                residence opposite its name in Schedule 1Part 3   (The Original Parties ); and                             (B)  a Treaty Lender which is not an Original Lender and that holds a passport under the                                HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this                                Agreement,  shall  confirm  its  scheme  reference  number  and  its  jurisdiction  of  tax                                residence in the documentation which it executes on becoming a Party as a Lender,                   and, having done so, that Lender shall be under no obligation pursuant to clause 13.2.8(i) above.          13.2.9    If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in                   accordance with paragraph 13.2.8(ii) above and:                     (i)  a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect                        of that Lender; or                     (ii)  a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of                        that Lender but:                             (A)  that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or                             (B)  HM Revenue & Customs has not given the Borrower authority to make payments to                                that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP                                Filing,                   and in each case, the Borrower has notified that Lender in writing, that Lender and the Borrower                  shall co-operate in completing any additional procedural formalities necessary for that Borrower to                  obtain authorisation to make that payment without a Tax Deduction.          13.2.10  If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in                   accordance with clause 13.2.8(ii) above, no Obligor shall make a Borrower DTTP Filing or file any                   other  form  relating  to  the  HMRC  DT  Treaty  Passport scheme  in  respect  of  that  Lender's                   Commitment or its participation in any Loan unless the Lender otherwise agrees.          13.2.11  A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower                   DTTP Filing to the Agent for delivery to the relevant Lender.   13.3   Tax indemnity          13.3.1    The Parent shall (within three 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.          13.3.2    Clause 13.3.1 above shall not apply:                                                                                                               40  





 






                                                                                                                                 (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                              (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 13.2 (Tax gross-up );                              (B)  would have been compensated for by an increased payment under clause 13.2 (Tax                                gross-up )  but  was  not  so  compensated  solely  because  one  of the  exclusions  in                                clause 13.2.4 (Tax gross-up ) applied; or                             (C)  relates to a FATCA Deduction required to be made by a Party.           13.3.3    A Protected Party making, or intending to make a claim under clause 13.3.1 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 Parent.           13.3.4    A Protected Party shall, on receiving a payment from an Obligor under this clause 13.3, notify the                   Agent.   13.4   Tax Credit          If an Obligor makes a Tax Payment and the relevant Finance Party determines that:                    a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that                 Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and                    that Finance Party has obtained and utilised 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.    13.5   Lender status confirmation          Each  Lender  which  is  not  an  Original  Lender  shall  indicate,  in  the  documentation  which  it  executes  on         becoming a Party as a Lender, and for the benefit of the Agent and without liability to any Obligor, which of         the following categories it falls in:          13.5.1    not a Qualifying Lender;          13.5.2    a Qualifying Lender (other than a Treaty Lender); or          13.5.3    a Treaty Lender.          If such a Lender fails to indicate its status in accordance with this clause 13.5 then that Lender shall be         treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until                                                                                                             41  





 






                                                                                                                      such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification,         shall  inform  the  Parent).   For  the  avoidance  of  doubt,  the  documentation  which  a  Lender  executes  on         becoming  a  Party  as  a  Lender  shall  not  be  invalidated  by  any  failure  of  a  Lender  to  comply  with  this         clause 13.5.   13.6   Stamp taxes          The Parent shall pay and, within three 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 and other similar Taxes         payable in respect of any Finance Document.   13.7   VAT          13.7.1    All amounts 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 any supply for VAT purposes are deemed                   to be exclusive of any VAT which is chargeable on that supply and, accordingly, subject to clause                   13.7.2 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any                   Party under a Finance Document and such Finance Party is required to account to the relevant tax                   authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same                   time as paying any other consideration for such supply) an amount equal to the amount of the VAT                   (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).          13.7.2    If VAT is or becomes 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 other than the                   Recipient  (the Relevant  Party )  is  required  by  the  terms  of  any  Finance  Document to  pay  an                   amount equal to the consideration for that supply to the Supplier (rather than being required to                   reimburse or indemnify 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 must also pay to the Supplier (at the same time as paying that amount)                        an additional amount equal to the amount of the VAT.  The Recipient must (where this clause                        13.7.2(i)  applies)  promptly  pay  to  the  Relevant  Party  an  amount  equal  to  any  credit  or                        repayment  the  Recipient  receives  from  the  relevant tax  authority  which  the  Recipient                        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.          13.7.3    Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any                   cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party                   for the full amount of such cost or expense, including such part thereof as represents VAT, save                   to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment                   in respect of such VAT from the relevant tax authority.          13.7.4    Any reference in this clause 13.7 to any Party shall, at any time when such Party is treated as a                   member of a group for VAT purposes, include (where appropriate and unless the context otherwise                   requires)  a  reference  to  the  representative  member of  such  group  at  such  time  (the  term                   "representative member" to have the same meaning as in the Value Added Tax Act 1994).          13.7.5    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.                                                                                                             42  





 






                                                                                                               13.8   FATCA information          13.8.1    Subject to clause 13.8.1(iii) 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;                      (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.           13.8.2    If a Party confirms to another Party pursuant to clause 13.8.1(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.           13.8.3    Clause 13.8.1 above shall not oblige any Finance Party to do anything, and clause 13.8.1(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                     (iii)  any duty of confidentiality.           13.8.4    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  clause  13.8.1(i)  or  13.8.1(ii)                   above (including, for the avoidance of doubt, where clause 13.8.3 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.    13.9   FATCA Deduction          13.9.1    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.          13.9.2    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 Parent and the Agent and the Agent shall                   notify the other Finance Parties.                                                                                                              43  





 






                                                                                                               14     INCREASED COSTS   14.1   Increased costs          14.1.1    Subject to clause 14.3 (Exceptions ) the Parent shall, within three 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 or (ii) compliance with any                   law or regulation made after the date of this Agreement.          14.1.2    In this Agreement " Increased Costs " means:                     (i)  a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's)                        overall capital;                     (ii)  an additional or increased cost; or                     (iii)  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.   14.2   Increased cost claims          14.2.1    A Finance Party intending to make a claim pursuant to clause 14.1 (Increased costs ) shall notify                   the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the                   Parent.          14.2.2    Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate                   confirming the amount of its Increased Costs. Following a request by the Parent, the Lender shall                   provide such certificate (or a copy of it) to the Parent as soon as reasonably practicable.   14.3   Exceptions          14.3.1    clause 14.1 (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 13.3 (Tax indemnity ) (or would have been compensated for under                        clause  13.3  (Tax  indemnity )  but  was  not  so  compensated  solely  because  any  of the                        exclusions in clause 13.3.2 (Tax indemnity ) applied);                      (iv) compensated for by the payment of the Mandatory Cost; or                     (v)  attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or                        regulation.          14.3.2    In this clause 14.3, a reference to a Tax Deduction  has the same meaning given to that term in                   clause 13.1 (Definitions ).                                                                                                              44  





 






                                                                                                               15     OTHER INDEMNITIES   15.1   Currency indemnity          15.1.1    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:                   making or filing a claim or proof against that Obligor;                   obtaining  or  enforcing  an  order,  judgment  or  award  in  relation  to  any  litigation  or  arbitration                 proceedings,                   that Obligor shall as an independent obligation, within three 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.          15.1.2    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.   15.2   Other indemnities          The Parent shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify         each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:          15.2.1    the occurrence of any Event of Default;          15.2.2    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 29 (Sharing among the                   Finance Parties );          15.2.3    funding, or making arrangements to fund, its participation in a Loan 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); or          15.2.4    a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a                   Borrower or the Parent.   15.3   Indemnity to the Agent          15.3.1    The Parent shall promptly indemnify the Agent against any cost, loss or liability incurred by the                   Agent (acting reasonably) as a result of:                     (i)  investigating any event which it reasonably believes is a Default;                      (ii)  acting  or  relying  on  any  notice,  request  or  instruction  which  it  reasonably  believes  to  be                        genuine, correct and appropriately authorised; or                     (iii)  instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or                        experts as permitted under this Agreement.                     (iv)  any cost, loss or liability incurred by the Agent (otherwise  than by reason of the Agent's gross                        negligence or wilful misconduct) in acting as Agent under the Finance Documents.                                                                                                              45  





 






                                                                                                                      15.3.2    The Parent shall promptly indemnify the Agent against any cost, loss or liability incurred by the                   Agent pursuant to Clause 30.10 (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.   16     MITIGATION BY THE LENDERS   16.1   Mitigation          16.1.1    Each Finance Party shall, in consultation with the Parent, take all reasonable steps to mitigate any                   circumstances which arise and which would result (i) in any amount becoming payable under or                   pursuant to, or cancelled pursuant to, any of clause 8.1 (Illegality ), clause 13 (Tax gross-up and                   indemnities ) or clause 14 (Increased costs ).          16.1.2    Clause 16.1.1 above does not in any way limit the obligations of any Obligor under the Finance                   Documents.   16.2   Limitation of liability          16.2.1    The Parent shall promptly 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 16.1 (Mitigation ).          16.2.2    A Finance Party is not obliged to take any steps under clause 16.1 (Mitigation ) if, in the opinion of                   that Finance Party (acting reasonably), to do so might be prejudicial to it.   17     COSTS AND EXPENSES   17.1   Transaction expenses          The Parent shall promptly on demand pay the Agent and the Arranger the amount of all costs and expenses         (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation,         printing, execution and syndication of:          17.1.1    this Agreement and any other documents referred to in this Agreement; and          17.1.2    any other Finance Documents executed after the date of this Agreement.   17.2   Amendment costs          If:          17.2.1    an Obligor requests an amendment, waiver or consent; or           17.2.2    an amendment is required pursuant to clause 30.9 (Change of currency ),           the Parent shall, within three 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.   17.3   Enforcement costs          The Parent shall, within three 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.                                                                                                              46  





 






                                                                                                               18     GUARANTEE AND INDEMNITY    18.1   Guarantee and indemnity           Each Guarantor irrevocably and unconditionally jointly and severally:          18.1.1    guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's                   obligations under the Finance Documents;           18.1.2    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          18.1.3    agrees  with  each  Finance  Party  that  if  any  obligation  guaranteed  by  it  is  or  becomes                   unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that                   Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a                   Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality,                   have been payable by it under any Finance Document on the date when it would have been due.                    The amount payable by a Guarantor under this indemnity will not exceed the amount it would have                   had to pay under this clause 18 if the amount claimed had been recoverable on the basis of a                   guarantee.   18.2   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.   18.3   Reinstatement          If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security         for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment,         security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or         otherwise,  without limitation, then the liability of each Guarantor under this clause 18 will continue or be         reinstated as if the discharge, release or arrangement had not occurred.   18.4   Waiver of defences          The obligations of each Guarantor under this clause 18 will not be affected by an act, omission, matter or         thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 18         (without limitation and whether or not known to it or any Finance Party) including:          18.4.1    any time, waiver or consent granted to, or composition with, any Obligor or other person;          18.4.2    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;          18.4.3    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;          18.4.4    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;          18.4.5    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                                                                                                             47  





 






                                                                                                                                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;          18.4.6    any  unenforceability,  illegality  or  invalidity  of  any  obligation  of  any  person  under  any  Finance                   Document or any other document or security; or          18.4.7    any insolvency or similar proceedings.   18.5   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  18.   This  waiver  applies  irrespective  of  any  law  or  any         provision of a Finance Document to the contrary.   18.6   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:          18.6.1    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           18.6.2    hold  in  an  interest-bearing  suspense  account  any  moneys  received  from  any  Guarantor  or  on                   account of any Guarantor's liability under this clause 18.   18.7   Deferral of Guarantors' rights          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 or by reason of any amount being payable, or liability arising, under this clause 18:          18.7.1    to be indemnified by an Obligor;          18.7.2    to claim any contribution from any other guarantor of any Obligor's obligations under the Finance                   Documents;           18.7.3    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;          18.7.4    to bring legal or other proceedings for an order requiring any Obligor to make any payment, or                   perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or                   indemnity under clause 18.1 (Guarantee and indemnity );          18.7.5    to exercise any right of set-off against any Obligor; and/or          18.7.6    to claim or prove as a creditor of any Obligor in competition with any Finance Party.          If a Guarantor receives any benefit, payment or distribution in relation to such rights 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                                                                                                              48  





 






                                                                                                                      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 30 (Payment mechanics ).   18.8   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:          18.8.1    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          18.8.2    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.   18.9   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.   18.10  Guarantee limitations          This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting         unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Act 2006 or any         equivalent and applicable provisions under the laws of the Original Jurisdiction of the relevant Guarantor         and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Letter         applicable to such Additional Guarantor   19     REPRESENTATIONS          Each Obligor makes the representations and warranties set out in this clause 19 to each Finance Party on         the date of this Agreement.   19.1   Status          19.1.1    It  is  a  corporation,  duly  incorporated  and  validly  existing  under  the  law  of  its  jurisdiction  of                   incorporation.          19.1.2    It and each of its Subsidiaries has the power to own its assets and carry on its business as it is                   being conducted.   19.2   Binding obligations          The  obligations  expressed  to  be  assumed  by  it  in  each  Finance  Document  are,  subject  to  the  Legal         Reservations.   19.3   Non-conflict with other obligations          The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do         not and will not conflict with:           19.3.1    any law or regulation applicable to it;                                                                                                             49  





 






                                                                                                                      19.3.2    its or any of its Subsidiaries' constitutional documents; or          19.3.3    any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its                   Subsidiaries' assets.   19.4   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.   19.5   Validity and admissibility in evidence          Subject to the Legal Reservations, all Authorisations required or desirable:          19.5.1    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          19.5.2    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.   19.6   Governing law and enforcement          19.6.1    The choice of the laws of Northern Ireland as the governing law of the Finance Documents will be                   recognised and enforced in its jurisdiction of incorporation.          19.6.2    Any judgment obtained in Northern Ireland in relation to a Finance Document will be recognised                   and enforced in its jurisdiction of incorporation.   19.7   Insolvency          No:                     (i)  corporate action, legal proceeding or other procedure or step described in of Clause 23.7                        (Insolvency proceedings ); or                     (ii)  creditors' process described in Clause 23.8 (Creditors' process ),          has been taken or, to the knowledge of the Parent, threatened in relation to a member of the Group; and         none of the circumstances described in Clause 23.6 (Insolvency ) applies to a member of the Group.   19.8   Deduction of Tax          It is not required to make any Tax Deduction (as defined in clause 13.1 (Definitions )) from any payment it         may make under any Finance Document.   19.9   No filing or stamp taxes          Subject to the Legal Reservations, under the law of its jurisdiction of incorporation it is not necessary that the         Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that         any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions         contemplated by the Finance Documents.                                                                                                              50  





 






                                                                                                               19.10  No default          19.10.1  No Event of Default is continuing or might reasonably be expected to result from the making of any                   Utilisation.          19.10.2  No  other  event  or  circumstance  is  outstanding  which  constitutes  a  default  under  any  other                   agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of                   its Subsidiaries') assets are subject which might have a Material Adverse Effect.   19.11  No misleading information          19.11.1  Any factual information provided by any member of the Group for the purposes of the Information                   Memorandum was true and accurate in all material respects as at the date it was provided or as                   at the date (if any) at which it is stated.          19.11.2  The financial projections contained in the Information Memorandum have been prepared on the                   basis of recent historical information and on the basis of reasonable assumptions as at the date it                   was provided or at the date (if any) at which it is stated.          19.11.3  Nothing has occurred or been omitted from the Information Memorandum and no information has                   been given or withheld that results in the information contained in the Information Memorandum                   being untrue or misleading in any material respect.   19.12  Financial statements          19.12.1  Its  Original  Financial  Statements  were  prepared  in  accordance  with  the  Accounting  Principles                   consistently applied.          19.12.2  Its unaudited Original Financial Statements fairly represent its financial condition and results of                   operations for the relevant month or financial quarter.          19.12.3  Its audited Original Financial Statements give a true and fair view of its financial condition and                   results of operations during the relevant Financial Year.          19.12.4  There has been no material adverse change in its assets, business or financial condition (or the                   assets, business or consolidated financial condition of the Group, in the case of the Parent) since                   the Original Financial Statements.          19.12.5  Its most recent financial statements delivered pursuant to Clause 20.1 (Financial Statements )                     (i)  have been prepared in accordance with the Accounting Principles as applied to the Original                        Financial Statements; and                     (ii)  give  a  true  and  fair  view  of  (if  audited)  or  fairly  represent  (if  unaudited)  its  consolidated                        financial condition as at the end of, and consolidated results of operations for, the period to                        which they relate.          19.12.6  The  budgets  and  forecasts  supplied  under  this  Agreement  were  arrived  at  after  careful                   consideration and have been prepared in good faith on the basis of recent historical information                   and on the basis of assumptions which were reasonable as at the date they were prepared and                   supplied.          19.12.7  Since the date of the most recent financial statements delivered pursuant to Clause 20.1 (Financial                   Statements )  there  has  been  no  material  adverse  change  in  the business,  assets  or  financial                   condition of the Group                                                                                                              51  





 






                                                                                                               19.13  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.   19.14  Security and Financial Indebtedness          19.14.1  No Security or Quasi-Security exists over all or any of the present or future assets of any member                   of the Group other than as permitted by this Agreement.          19.14.2  No member of the Group has any Financial Indebtedness outstanding other than as permitted by                   this Agreement.   19.15  No proceedings          19.15.1  No  litigation,  arbitration  or  administrative  proceedings  of  or  before  any  court,  arbitral  body  or                   agency which, if adversely determined, might reasonably be expected to have a Material Adverse                   Effect has or have (to the best of its knowledge and belief) been started or threatened against it or                   any of its Subsidiaries.          19.15.2  No judgment or order of a court, arbitral body or agency which might reasonably be expected to                   have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it                   or any of its Subsidiaries.   19.16  [Not used]   19.17  Environmental laws          19.17.1  Each member of the Group is in compliance with Clause 22.7 (Environmental compliance ) and to                   the best of its knowledge and belief (having made due and careful enquiry) no circumstances have                   occurred  which  would  prevent  such  compliance  in  a  manner  or  to  an  extent  which  has  or  is                   reasonably likely to have a Material Adverse Effect.          19.17.2  No Environmental Claim has been commenced or (to the best of its knowledge and belief (having                   made due and careful enquiry)) is threatened against any member of the Group where that claim                   has or is reasonably likely, if determined against that member of the Group, to have a Material                   Adverse Effect.   19.18  Group Structure Chart          The Group Structure Chart delivered to the Agent pursuant to Schedule 2Part 1   (Conditions precedent ) is         true, complete and accurate in all material respects and shows the following information:          19.18.1  each member of the Group, including current name and company registration number, its Original                   Jurisdiction (in the case of an Obligor), its jurisdiction of incorporation (in the case of a member of                   the Group which is not an Obligor) and/or its jurisdiction of establishment, a list of shareholders                   and indicating whether a company is a Dormant Subsidiary or is not a company with limited liability;                   and          19.18.2  all minority interests in any member of the Group and any person in which any member of the                   Group holds shares in its issued share capital or equivalent ownership interest of such person.                                                                                                              52  





 






                                                                                                               19.19  Anti-corruption law          Each member of the Group has conducted its businesses in compliance with applicable anti-corruption laws         and has instituted and maintained policies and procedures designed to promote and achieve compliance         with such laws.   19.20  Anti-money laundering          No member of the Group or any of their Affiliates:           19.20.1  is, to the Parent’s knowledge, under investigation by any governmental authority for, or has been                   charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other                   money laundering predicate crimes under any applicable law;          19.20.2  has  been,  to  the  Parent’s  knowledge  with  respect  to  Affiliates  of  any  member  of  the  Group,                   assessed civil penalties under any Anti-Money Laundering Laws; or          19.20.3  has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.   19.21  Centre of main interests and establishments          19.21.1  For the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast)                   (the " Regulation "), in respect of each of the UK Obligors its centre of main interest (as that term                   is  used  in  Article  3(1)  of  the  Regulation)  is  situated  in  Northern  Ireland  and  it  has  no                   "establishment " (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.   19.22  Sanctions          19.22.1  Neither it nor any other member of the Group nor any of their respective directors or officers or to                   the best of its knowledge and belief (having made due and careful enquiries and having taken                   reasonable measures to ensure compliance with Sanctions) any employees or any other person                   acting on behalf of any of the foregoing:                      (i)  is a Restricted Party or acts directly or indirectly on behalf of a Restricted Party to the                          extent that being a Restricted Party or acting directly or indirectly on behalf of a Restricted                          Party would lead to non-compliance by any Finance Party or any of its Affiliates or any                          member of the Group with any Sanctions;                      (ii)  is a Prohibited Party or acts directly or indirectly on behalf of a Prohibited Party;                      (iii)  is subject to any claim, action, proceeding, (to the best of its knowledge and belief (having                          made all due and reasonably enquiries)) investigation, notice or demand with respect to                          Sanctions; or                       (iv)  has engaged or is engaging, directly or indirectly knowingly (after due and careful enquiry),                          in any trade, business or other activities with or for the benefit of any Restricted Party.    19.23  Repetition          19.23.1  All the representations and warranties in this Clause 19 are made by each Original Obligor on the                   date of this Agreement.          19.23.2  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 (except                   that those contained in Clauses 19.12.1 to 19.12.3 (Financial Statements ) will cease to be so made                   once subsequent financial statements have been delivered under this Agreement).                                                                                                              53  





 






                                                                                                                      19.23.3  All of the Repeating Representations and 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.          19.23.4  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.   20     INFORMATION UNDERTAKINGS          The undertakings in this clause 20 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.   20.1   Financial statements          The Parent shall supply to the Agent in sufficient copies for all the Lenders:          20.1.1    as soon as the same become available but in any event within 180 days after the end of each of                   its Financial Years:                      (i)  its audited consolidated financial statements for that Financial Year; and                      (ii)  if  so  requested  by  a  Lender,  the  audited  financial  statements  of  each  Obligor  for  that                          Financial Year; and          20.1.2    as soon as the  same become available but in any  event within 60 days after the end of each                   Financial Quarter of each of its Financial Years:                      (i)  its consolidated financial statements for that Financial Quarter; and                      (ii)  if so requested by a Lender, the financial statements of each Obligor for that Financial                          Quarter.   20.2   Compliance Certificate          20.2.1    The Parent shall supply to the Agent, with each set of financial statements delivered pursuant to                   clause 20.1.1 or 20.1.2 (Financial statements ), a Compliance Certificate setting out (in reasonable                   detail) computations as to compliance with clause 21 (Financial Covenants ) as at the date as at                   which those financial statements were drawn up.          20.2.2    Each Compliance Certificate shall be signed by the Chief Financial Officer of the Parent, or in                   his/her absence the President of the Parent.   20.3   Requirements as to financial statements          20.3.1    Each  set  of  financial  statements  delivered  by  the  Parent  pursuant  to  clause  20.1  (Financial                   statements ) shall:                     (i)  be certified by a director of the relevant company as fairly presenting its financial condition as                        at the date as at which those financial statements were drawn up; and                      (ii)  in the case of consolidated financial statements of the Group, shall be accompanied by a                        statement by the directors of the Parent comparing actual performance for the period to which                        the financial statements relate to the actual performance for the corresponding period in the                        preceding Financial Year of the Group.          20.3.2    The Parent shall procure that each set of financial statements delivered pursuant to clause 20.1                   (Financial statements ) is prepared in accordance with the Accounting Principles.                                                                                                             54  





 






                                                                                                                      20.3.3    The Parent shall procure that each set of financial statements of an Obligor delivered pursuant to                   clause  20.1  (Financial  statements )  is  prepared  in  accordance  with  the  Accounting  Principles,                   accounting  practices  and  financial  reference  periods  consistent  with  those  applied  in  the                   preparation of the Original Financial Statements for that Obligor unless, in relation to any set of                   financial  statements,  it  notifies  the  Agent  that  there  has  been  a  change  in  the  Accounting                   Principles, the accounting practices or reference periods and its auditors (or, if appropriate, the                   auditors of the Obligor) deliver to the Agent:                     (i)  a description of any change necessary for those financial statements to reflect the Accounting                        Principles,  accounting  practices  and  reference  periods  upon  which  that  Obligor's  Original                        Financial Statements were prepared; and                     (ii)  sufficient information, in form and substance as may be reasonably required by the Agent,                        to  enable  the  Lenders  to  determine  whether  clause  21  ( Financial  covenants )  has  been                        complied with and make an accurate comparison between the financial position indicated in                        those financial statements and that Obligor's Original Financial Statements.                   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.          20.3.4    If  the  Parent  notifies  the  Agent  of  a  change  in  the  Accounting  Principles  in  accordance  with                   paragraph 20.3.3 above as a result of the adoption of IFRS16 and the Parent or the Agent (acting                   on the instructions of the Lenders) determines (acting reasonably) that amendments are required                   to the financial covenant definitions  set out in clause 21  (Financial  Covenants ) or the financial                   covenant ratios set out in clause 21.2 (Financial Condition ) (the  Relevant Provisions ) to ensure                   that the Parent, and the Group, maintains the same level of headroom on those ratios or that the                   Lenders retain the same level of protection under those financial covenants, the Parent and the                   Agent (acting on behalf of the Lenders)  shall enter into negotiations in good faith with a view to                   agreeing any such amendments. For the avoidance of doubt, if the Parent and the Lenders have                   not agreed on an acceptable amendment to the Relevant Provisions then the Relevant Provisions                   shall  remain  in  place  and  the  Parent  shall  be  required  to  restate  their  consolidated  financial                   statements as if such new accounting principle did not apply.    20.4   Budget          20.4.1    The Parent shall supply to the Agent in sufficient copies for all the Lenders, as soon as the same                   become available but in any event within 30 days after the start of each of its Financial Years, an                   annual Budget for that Financial Year.          20.4.2    The Parent shall ensure that each Budget for a Financial year:                     (i)  is in a form reasonably acceptable to the Agent and includes:                             (A)  a projected consolidated profit and loss, balance sheet and cashflow statement for                                the Group; and                              (B)  projected financial covenant calculations;                             for that Financial Year and for each Financial Quarter of that Financial Year;                     (ii)  is prepared in accordance with the Accounting Principles and the accounting practices and                        financial  reference  periods  applied  to  financial  statements  under  Clause  20.1  (Financial                        statements ); and                     (iii)  has been approved by the Chief Financial Officer or President of the Parent.                                                                                                             55  





 






                                                                                                                      20.4.3    If the Parent updates or changes the Budget, it shall promptly deliver to the Agent, in sufficient                   copies for each of the Lenders, such updated or changed Budget.   20.5   Information:  miscellaneous          The Parent shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):          20.5.1    all documents dispatched by the Parent to its shareholders (or any class of them) or its creditors                   generally (but only in respect of any matters outside of normal business or trading activities) at the                   same time as they are dispatched;          20.5.2    as soon as reasonably practicable, 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 might, if adversely determined, have a Material Adverse Effect;          20.5.3    as soon as reasonably practicable, upon becoming aware of them, the details of any judgment or                   order of a court, arbitral body or agency which is made against any member of the Group, and                   which might have a Material Adverse Effect; and          20.5.4    as  soon  as  reasonably  practicable,  such  further  information  including  the  financial  condition,                   business and operations of any member of the Group and the financial statements, Distribution                   Certificates,  Compliance  Certificates  and  Budgets  delivered  from  time  to  time  under  this                   Agreement as any Finance Party (through the Agent) may reasonably request.   20.6   Notification of default          20.6.1    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).          20.6.2    Promptly upon a request by the Agent, the Parent shall supply to the Agent a certificate signed by                   two of its directors or senior officers 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).   20.7   Use of websites          20.7.1    The Parent may satisfy its obligation under this Agreement to deliver any information in relation to                   those Lenders (the Website Lenders ) who accept this method of communication by posting this                   information onto an electronic website designated by the Parent and the Agent (the Designated                   Website ) if:                     (i)  the Agent expressly agrees (after consultation with each of the Lenders) that it will accept                        communication of the information by this method;                     (ii)  both  the  Parent  and  the  Agent  are  aware  of  the  address  of  and  any  relevant  password                        specifications for the Designated Website; and                     (iii)  the information is in a format previously agreed between the Parent and the Agent.                   If any Lender (a Paper Form Lender  ) does not agree to the delivery of information electronically                  then the Agent shall notify the Parent accordingly and the Parent shall supply the information to the                  Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event the Parent                  shall  supply  the  Agent  with  at  least  one  copy  in  paper  form  of  any  information  required  to  be                  provided by it.                                                                                                              56  





 






                                                                                                                      20.7.2    The  Agent  shall  supply  each  Website  Lender  with  the  address  of  and  any  relevant  password                   specifications for the Designated Website following designation of that website by the Parent and                   the Agent.          20.7.3    The Parent shall promptly upon becoming aware of its occurrence notify the Agent if:                     (i)  the Designated Website cannot be accessed due to technical failure;                     (ii)  the password specifications for the Designated Website change;                     (iii)  any new information which is required to be provided under this Agreement is posted onto                        the Designated Website;                      (iv) any existing information which has been provided under this Agreement and posted onto the                        Designated Website is amended; or                     (v)  the Parent becomes aware that the Designated Website or any information posted onto the                        Designated Website is or has been infected by any electronic virus or similar software.                   If the Parent notifies the Agent under clause 20.7.3(i) or clause 20.7.3(v) above, all information to                  be provided by the Parent under this Agreement after the date of that notice shall be supplied in                  paper form unless and until the Agent and each Website Lender is satisfied that the circumstances                  giving rise to the notification are no longer continuing.          20.7.4    Any Website Lender may request, through the Agent, one paper copy of any information required                   to be provided under this Agreement which is posted onto the Designated Website.  The Parent                   shall comply with any such request within ten Business Days.   20.8   "Know your customer" checks          20.8.1    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 (or of a Holding Company 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 clause 20.8.1(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 clause 20.8.1(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 clause 20.8.1(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.          20.8.2    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.                                                                                                             57  





 






                                                                                                                      20.8.3    The Parent shall, by not less than 10 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 26 (Changes to the Obligors ).          20.8.4    Following the giving of any notice pursuant to clause 20.8.1(iii) 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 Parent 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 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.   21     FINANCIAL COVENANTS   21.1   Financial definitions          In this Agreement:          Borrowings   means, at any time, the aggregate outstanding principal, capital or nominal amount (and any         fixed or minimum premium payable on prepayment or redemption) of any indebtedness of members of the         Group for or in respect of:          (a)      moneys  borrowed  and  debit  balances  at  banks  or other  financial  institutions  but  excluding  any                  Permitted Shareholder Loan provided it is subject to a Subordination Deed;          (b)      any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent);          (c)      any note purchase facility or the issue of bonds, letters of credit, notes, debentures, loan stock or                  any similar instrument;          (d)      any Finance Lease;          (e)      receivables sold or discounted (other than any receivables to the extent they are sold on a non-                 recourse basis and meet any requirements for de-recognition under the Accounting Principles);          (f)      any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of                  credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying                  liability of an entity which is not a member of the Group which liability would fall within one of the                  other paragraphs of this definition or (ii) any liabilities of any member of the Group relating to any                  post-retirement benefit scheme;          (g)      any amount raised by the issue of shares which are redeemable (other than at the option of the                  issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting                  Principles;          (h)      any liabilities over £250,000 under an advance or deferred purchase agreement if (i) one of the                  primary reasons behind the entry into the agreement is to raise finance or to finance the acquisition                  or construction of the asset or service in question or (ii) the agreement is in respect of the supply of                  assets or services and payment is due more than 90 days after the date of supply;          (i)      any amount raised under any other transaction (including any forward sale or purchase agreement,                  sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing                  or otherwise classified as borrowings under the Accounting Principles; and                                                                                                              58  





 






                                                                                                        (j)      (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 (i) above.   EBITDA   means, in respect of any Relevant Period, the consolidated operating profit of the Group before  taxation (including the results from discontinued operations):   (a)      before  deducting  any  interest,  commission,  fees,  discounts,  prepayment  fees,  premiums  or           charges and other finance payments whether paid, payable or capitalised by any member of the           Group (calculated on a consolidated basis) in respect of that Relevant Period;   (b)      not including any accrued interest owing to any member of the Group;    (c)      after adding back  any  amount attributable  to the amortisation or depreciation or impairment of           assets (including, for the avoidance of doubt, any biological assets) of members of the Group (and           taking no account of the reversal of any previous impairment charge made in that Relevant Period);    (d)      before taking into account  any Exceptional Items;    (e)      after deducting the amount of any profit (or adding back the amount of any loss) of any member           of the Group which is attributable to minority interests;    (f)      plus or minus  the Group's share of the profits or losses (after finance costs and tax) of Non-Group           Entities;    (g)      before taking into account any unrealised gains or losses on any derivative instrument;    (h)      before taking into account any Pension Items;     in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of   determining operating profits of the Group before taxation.   Exceptional Items   means any exceptional, one off, non-recurring or extraordinary items of an unusual or  non-recurring nature  which  are consistent  with the Accounting  Principles   and represent gains or  losses  including but not limited to those arising on:   (a)      the  restructuring  of  the  activities  of  an  entity  and  reversals  of  any  provisions  for  the  cost  of           restructuring;   (b)      disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write           down or impairment; and   (c)      disposals of assets associated with discontinued operations;       Finance  Charges    means,  for  any  Relevant  Period,  the  aggregate  amount  of  the  accrued  interest,  commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect  of Borrowings paid or payable by any member of the Group (calculated on a consolidated basis) in cash or  capitalised in respect of that Relevant Period:   (a)      excluding any upfront fees or costs;   (b)      excluding any commission, fees, discounts and other finance payments in respect of any Permitted           Shareholder Loan provided it is subject to a Subordination Deed;   (c)      including the interest (but not the capital) element of payments in respect of Finance Leases;                                                                                                       59  





 






                                                                                                        (d)      including any commission, fees, discounts and other finance payments payable by (and deducting           any  such  amounts  payable  to)  any  member  of  the  Group  under  any  interest  rate  hedging           arrangement;   (e)      excluding any interest cost or expected return on plan assets in relation to any post-employment           benefit schemes;   (f)      if a Joint Venture is accounted for on a proportionate consolidation basis, after adding  the Group's           share of the finance costs or interest receivable of the Joint Venture; and   (g)      taking no account of any unrealised gains or losses on any derivative instruments other than any           derivative instruments which are accounted for on a hedge accounting basis;    and so that no amount shall be added (or deducted) more than once.   Finance Lease   means a lease or hire purchase contract which would, in accordance with the Accounting  Principles be treated as a finance or capital lease.   Financial Quarter  means the period commencing on the day after one Quarter Date and ending on the next  Quarter Date.   Financial Year  means the annual accounting period of the Group ending on or about 31 December in each  year.   Interest Cover  means the ratio of EBITDA to Finance Charges in respect of any Relevant Period.   Leverage   means, in respect of any Relevant Period, the ratio of Total Net Senior Debt on the last day of that  Relevant Period to EBITDA in respect of that Relevant Period.   Net Finance Charges    means, for any Relevant Period, the Finance Charges for that Relevant Period after  deducting any interest payable in that Relevant Period to any member of the Group (other than by another  member of the Group) on any cash or Cash Equivalent Investment   Non-Group Entity   means any investment or entity (which is not itself a member of the Group (including  associates and Joint Ventures)) in which any member of the Group has an ownership interest.   Pension Items   means any income or charge attributable to a post-employment benefit scheme other than  the current service costs attributable to the scheme.   Quarter Date  means each of 31 March, 30 June, 30 September and 31 December.   Relevant Period  means each period of twelve months ending on or about the last day of the Financial Year  and each period of twelve months ending on or about the last day of each Financial Quarter.   Total Net Senior Debt  means, at any time, the aggregate amount of all obligations of members of the Group  for or in respect of Borrowings at that time but:           excluding  any such obligations to any other member of the Group;           including , in the case of Finance Leases only, their capitalised value; and           deducting  the aggregate amount of Cash held by any of the Group at that time,   and so that no amount shall be included or excluded more than once.                                                                                                          60  





 






                                                                                                               21.2   Financial condition          21.2.1    The Parent shall ensure that:                     (i) Leverage :  Leverage in respect of any Relevant Period shall not exceed 3:1; and                      (ii) Interest Cover : Interest Cover in respect of any Relevant Period shall be greater than 3:1.    21.3   Financial testing          21.3.1    The  financial  covenants  set  out  in  Clause  21.2  (Financial  condition )  shall  be  calculated  in                   accordance  with  the  Accounting  Principles  and  tested  by  reference  to  each  of  the  financial                   statements  delivered  pursuant  to  Clause  20.1  (Financial  statements )  and/or  each  Compliance                   Certificate delivered pursuant to Clause 20.2 (Compliance Certificate ).   22     GENERAL UNDERTAKINGS          The undertakings in this clause 22 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.   22.1   Authorisations          Each Obligor shall promptly:          22.1.1    obtain, comply with and do all that is necessary to maintain in full force and effect; and          22.1.2    supply certified copies to the Agent of,           any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform         its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility         in  evidence  in  its  jurisdiction  of  incorporation  of  any  Finance  Document,  if  failure  so  to  comply  would         materially impair its ability to perform its obligations under the Finance Documents.   22.2   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         materially impair its ability to perform its obligations under the Finance Documents.   22.3   Negative pledge          In this clause 22.3, " Quasi-Security " means an arrangement or transaction described in clause 22.3.2 below.          22.3.1    No Obligor shall (and the Parent shall ensure that no other member of the Group will) create or                   permit to subsist any Security over any of its assets           22.3.2    No Obligor shall (and the Parent 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,                                                                                                              61  





 






                                                                                                                  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.   22.3.3    Clauses 22.3.1 and 22.3.2 above do not apply to any Security or (as the case may be) Quasi-           Security, listed below:               (i)  in respect of paragraph (ii) of Clause 22.3.2 (above), the Permitted ID Facilities provided the                 Obligors are in compliance with the terms of Clause 22.15 ( Permitted ID Facilities );              (ii)  any Existing Security  except to the extent the principal amount secured by that Security or                 Quasi-Security exceeds the amount stated in that Schedule;                (iii)  any netting or set-off arrangement entered into by any member of the Group in the ordinary                 course of its banking arrangements for the purpose of netting debit and credit balances;              (iv) any payment or close out netting or set-off arrangement pursuant to any hedging transaction                 constituting Permitted Financial Indebtedness and entered into by a member of the Group for                 the purpose of:                      (A)  hedging any risk to which any member of the Group is exposed in its ordinary course                         of trading; or                      (B)  its  interest  rate  or  currency  management  operations  which  are  carried  out  in  the                         ordinary course of business and for non-speculative purposes only,                  excluding, in each case, any Security or Quasi-Security under a credit support arrangement                 in relation to a hedging transaction;              (v)  any lien arising by operation of law and in the ordinary course of trading;              (vi) any Security or Quasi-Security over or affecting any asset acquired by a member of the Group                 after the date of this Agreement if:                      (A)  the Security or Quasi-Security was not created in contemplation of the acquisition of                         that asset by a member of the Group;                      (B)  the principal amount secured has not been increased in contemplation of or since                         the acquisition of that asset by a member of the Group; and                      (C)  the Security or Quasi-Security is removed or discharged within one month of the date                         of acquisition of such asset;              (vii) any Security or Quasi-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 or Quasi-Security                 is created prior to the date on which that company becomes a member of the Group, if:                      (A)  the Security or Quasi-Security was not created in contemplation of the acquisition of                         that company;                      (B)  the  principal  amount  secured  has  not  increased in  contemplation  of  or  since  the                         acquisition of that company; and                      (C)  the Security or Quasi-Security is removed or discharged within one month of that                         company becoming a member of the Group;              (viii)  any Security or Quasi-Security entered into pursuant to any Finance Document;                                                                                                       62  





 






                                                                                                                                 (ix) any Security or Quasi-Security arising under any retention of title, hire purchase or conditional                        sale arrangement or arrangements having similar effect in respect of goods supplied to a                        member of the Group in the ordinary course of trading and on the supplier's standard or usual                        terms and not arising as a result of any default or omission by any member of the Group; or                     (x)  any Security or Quasi-Security securing indebtedness the principal amount of which when                        aggregated  with  the  principal  amount  of  any  other  indebtedness  which  has  the  benefit  of                        Security or Quasi-Security given by any member of the Group (including any Existing Security                        referred to in paragraph (ii)  above but excluding any Security or Quasi-Security permitted                        under  paragraphs  22.3.3(iii)   to  22.3.3(ix)  above, does  not  exceed  in  aggregate                        £6,000,000.000  ( six  million  pounds )  (or  its  equivalent  in  another  currency  or  currencies)                        during the Financial Year ending December 2019 and £5,000,000 ( five million pounds ) or its                        equivalent in another currency or currencies during each Financial Year thereafter.   22.4   Disposals          22.4.1    No Obligor shall (and the Parent shall ensure that no other member of the Group will), enter into a                   single transaction or a series of transactions (whether related or not) and whether voluntary or                   involuntary to sell, lease, transfer or otherwise dispose of any asset.          22.4.2    Clause 22.4.1 above does not apply to any sale, lease, transfer or other disposal:                     (i)  made in the ordinary course of trading of the disposing entity;                     (ii)  (of assets in exchange for other assets comparable or superior as to type, value and quality                        (other than an exchange of a non-cash asset for cash); or                     (iii)  where the higher of the market value or consideration receivable (when aggregated with the                        higher of the market value or consideration receivable for any other sale, lease, transfer or                        other disposal, other than any permitted under paragraphs (i) to (iii) above) does not exceed                        £5,000,000.000 ( five million pounds ) (or its equivalent in another currency or currencies) in                        any Financial Year.   22.5   Merger          22.5.1    No Obligor shall (and the Parent shall ensure that no other member of the Group will) enter into                   any amalgamation, demerger, merger or corporate reconstruction.   22.6   Change of business          The Parent shall procure that no substantial change is made to the general nature of the business of the         Parent or the Group (taken as a whole) from that carried on at the date of this Agreement.   22.7   Environmental compliance          22.7.1    Each Obligor shall (and the Parent shall ensure that each member of the Group will):                     (i)  comply with all Environmental Law;                      (ii)  obtain, maintain and ensure compliance with all requisite Environmental Permits;                     (iii)  implement  procedures  to  monitor  compliance  with  and  to  prevent  liability  under  any                        Environmental Law,          where failure to do so has or is reasonably likely to have a Material Adverse Effect.   22.8   Environmental Claims                                                                                                             63  





 






                                                                                                                      22.8.1    Each Obligor shall (through the Parent), promptly upon becoming aware of the same, inform the                   Agent in writing of:                     (i)  any  Environmental  Claim  against  any  member  of  the  Group  which  is  current,  pending  or                        threatened; and                     (ii)  any facts or circumstances which are reasonably likely to result in any Environmental Claim                        being commenced or threatened against any member of the Group,          where  the  claim,  if  determined  against  that  member of  the  Group,  has  or  is  reasonably  likely  to  have  a         Material Adverse Effect.             22.9   Anti-corruption law          22.9.1    No Obligor shall (and the Parent shall ensure that no other member of the Group will) directly or                   indirectly use the proceeds of the Facilities for any purpose which would breach the Bribery Act                   2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other                   jurisdictions.          22.9.2    Each Obligor shall (and the Parent shall ensure that each other member of the Group will):                     (i)  conduct its businesses in compliance with applicable anti-corruption laws; and                     (ii)  maintain policies and procedures designed to promote and achieve compliance with such                        laws.   22.10  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  laws  of         general application to companies.             22.11  Guarantors          22.11.1  The Parent shall ensure that at all times after the date of this agreement, the aggregate of earnings                   before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA) and                   the aggregate gross assets of the Guarantors (calculated on a consolidated basis and excluding                   all intra-group items and investments in Subsidiaries of any member of the Group) exceeds:                     (i)  85% of EBITDA and the consolidated gross assets of the Group until the date occurring 20                        Business Days from the date of this Agreement; and                      (ii)  at all times thereafter, 90% of EBITDA and the consolidated gross assets of the Group .          22.11.2  The Parent need only perform its obligations under clause 22.11.1 above if it is not unlawful for the                   relevant person to become a Guarantor and that person becoming a Guarantor would not result in                   personal liability for that person's directors or other management.  Each Obligor must use, and                   must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid                   any  such  unlawfulness  or  personal  liability.   This includes  agreeing  to  a  limit  on  the  amount                   guaranteed.  The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to                   do so would avoid the relevant unlawfulness or personal liability.                                                                                                              64  





 






                                                                                                               22.12  Sanctions          22.12.1  No Obligor shall (and the Parent shall procure that no other member of the Group nor any of their                   respective directors, officers, employees or any other person acting on behalf of any of them will:                     (i)  use, lend,  contribute or otherwise make available the proceeds of any  Utilisation or  other                        transaction  contemplated  by  a  Finance  Document  directly  or  indirectly  for  the  purpose  of                        financing any trade, business or other activities with (A) any Restricted Party in as far as such                        financing would violate or otherwise be inconsistent with any Sanctions by that Obligor or any                        Finance Party (or any of its Affiliates), or (B) any Prohibited Party; and.                     (ii)  use any revenue or benefit derived from any activity or dealing with a Restricted Party or a                        Prohibited Party in discharging any obligation due or owing to the Finance Parties (or any of                        their Affiliates) except, in case of a Restricted Party, only to the extent that activity or dealing                        that would violate or otherwise be inconsistent with any Sanctions.          22.12.2  Each Obligor shall (and the Parent shall procure that each other member of the Group and (in the                   case of sub-paragraph (iii) below) each of their respective directors, officers, employees or any                   other person acting on behalf of any of them will):                     (i)  procure that no proceeds from any activity or dealing with a Restricted Party or a Prohibited                        Party are credited to any bank account held with any Finance Party or any of its Affiliates in                        its name or in the name of any other member of the Group except, in case of a Restricted                        Party only, to the extent that crediting such bank account that would violate or otherwise be                        inconsistent with any Sanctions by that Obligor or any Finance Party or any of its Affiliates;                     (ii)  take all appropriate measures to ensure compliance with Sanctions; and                     (iii)  (to the extent permitted by law and promptly upon becoming aware of them) supply to the                        Agent details of any claim, action, suit, proceedings or investigation against it or any other                        member of the Group with respect to Sanctions by any Sanctions Authority.   22.13  Acquisitions and Joint Ventures          22.13.1  Other than as provided in Clause 22.13.2 (below), no Obligor shall (and the Parent shall ensure                   that  no  other  member  of  the  Group  will)  acquire  a  company  or  any  shares  or  securities  or  a                   business or undertaking or enter into a Joint Venture:          22.13.2  A member of the Group may  acquire  all or any part of the issued share capital of a limited liability                   company, and/or enter into a Joint Venture but only if:                     (i)  no Default is continuing on the closing date for the acquisition or would occur as a result of                        the acquisition or the entry into of that Joint Venture;                      (ii)  the acquired company is incorporated or established, and carries on its principal business in,                        the European Union or the United Kingdom and is engaged in a business substantially the                        same as that carried on by the Group and/or the Joint Venture carries on its principal business                        in, the European Union or the United Kingdom and is engaged in a business substantially the                        same as that carried on by the Group;                      (iii)  such acquisition or participation in a Joint Venture is funded by cash on the balance sheet,                        the proceeds of the issuance of ordinary shares in the Parent, a Permitted Shareholder Loan                        or a Loan advanced under the terms of this Agreement (or a combination of the foregoing)                        and, in the case of any Permitted Shareholder Loan such Permitted Shareholder Loan is the                        subject of a Subordination Deed delivered in in form and substance satisfactory to the Agent                                                                                                              65  





 






                                                                                                                                     together with such conditions precedent (including, without limitation, legal opinions) relating                        to the execution and delivery of such deed as the Agent may reasonably specify, and                      (iv) if, (on the basis that the latest financial statements of the Group delivered in accordance with                        this Agreement are adjusted to take account of such acquisition), any target company of an                        acquisition is a Material Subsidiary and/or the Parent is unable to ensure compliance with                        Clause 22.11 (Guarantors ), the company or companies the subject of the acquisition shall                        accede  to  this  Agreement  as  Additional  Guarantors  within  30  days  of  the  date  of  the                        acquisition but provided that the provisions of this paragraph (iv) shall not apply to any Joint                        Venture.    22.14  Financial indebtedness          22.14.1  No Obligor shall (and the Parent shall ensure that no other member of the Group will) incur or allow                   to remain outstanding any Financial Indebtedness, other than:                     (i)  Financial Indebtedness arising under the Finance Documents                      (ii)  Financial Indebtedness arising under the Bilateral Facilities, provided that the Bilateral Facility                        Limit is not exceeded and to the extent that a Bilateral Facility is not provided by an Original                        Lender (or such Original Lender's Affiliate) (a Third  Party Bilateral Facility ) the aggregate                        of such Financial Indebtedness under such Third Party Bilateral Facilities does not exceed                        the Third Party Bilateral Facility Limit;                     (iii)  Financial Indebtedness arising under the Existing Shareholder (Equity) Loan provided such                        Existing  Shareholder  (Equity)  Loan  is  the  subject  of  a  Subordination  Deed  and  all                        indebtedness under the Existing Shareholder (Equity) Loan is converted into shares in the                        ordinary share capital of the Parent on or before the date occurring 60 days from the date of                        this Agreement in accordance with clause 22.20 (Conditions Subsequent );                     (iv) Financial Indebtedness arising under the Existing Shareholder (Subordinated) Loan provided                        such Existing Shareholder (Subordinated) Loan is the subject of a Subordination Deed and                        all  indebtedness  under  Existing  Shareholder  (Subordinated)  Loan  is  repaid  using  the                        proceeds of first Utilisation in accordance with clause 22.18.2(ii);                     (v)  Financial Indebtedness arising under a Permitted Shareholder Loan provided such Permitted                        Shareholder Loan is the subject of a Subordination Deed                     (vi) Financial Indebtedness arising under the Permitted ID Facilities provided the Obligors are in                        compliance with each of the conditions relating to the Permitted ID Facilities as set out in                        clause 22.15 (Permitted ID Facilities );                     (vii) Financial  Indebtedness  arising  under  a  foreign  exchange  transaction  for  spot  or  forward                        delivery entered into in connection with protection against fluctuation in currency rates where                        that  foreign  exchange  exposure  arises  in  the  ordinary  course  of  trade  (but  not  a  foreign                        exchange transaction for investment or speculative purposes);                      (viii)  Financial Indebtedness arising under any BACs or similar payment facility utilised by a                        member of the Group in the ordinary course of its business;                      (ix) under  Finance  Leases  of  vehicles,  plant,  equipment  or  computers,  provided  that  the                        aggregate capital value of all such items so leased under outstanding leases by members of                        the Group does not exceed £6,000,000 ( six million pounds ) during the Financial Year ending                        31  December  2019  and  £5,000,000  ( five  million  pounds )  during  each  Financial  Year                        thereafter (or its equivalent in other currencies) at any time; and                                                                                                               66  





 






                                                                                                                                 (x)  any Financial Indebtedness of a member of the Group permitted under clause 22.17 (Loans                        or credit ).   22.15  Permitted ID Facilities          22.15.1  The Parent shall ensure that shall (and each other Obligor shall ensure that) all times:                     (i)  debts and invoices which are or may become due and owing to Moy Park France and which                        are sold, assigned or transferred  pursuant to the Permitted ID Facilities (the Relevant Debtor                        Book ) are the only debts and invoices the subject of the Permitted ID Facilities;                      (ii)  the  maximum  amount  drawn  down  under,  or  otherwise  utilised  under  the  Permitted  ID                        Facilities does not exceed EUR10,000,000; and                      (iii)  Moy  Park France maintain  credit and bad debt insurance  with  insurer of market standing                        (having a rating of BBB+ or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd                        or Baa1 or higher by Moody's Investors Service Limited  in respect of at least 90% of the                        Relevant Debtor Book (which such insurance terms may be amended from time to time with                        prior written consent of the Agent (acting on the instructions of the Lenders));    22.16  No guarantees or indemnities          22.16.1  No Obligor shall (and the Parent shall ensure that no other member of the Group will) incur or allow                   to remain outstanding any guarantee in respect of any obligation of any person, other than any                   performance  or  similar  bond  guaranteeing  performance  by  a  member  of  the  Group  under  any                   contract entered into in the ordinary course of trade.   22.17  Loans or credit          22.17.1  No Obligor shall (and the Parent shall ensure that no other member of the Group will) be a creditor                   in respect of any Financial Indebtedness, other than:                      (i)  any trade credit extended by any member of the Group to its customers on normal commercial                        terms and in the ordinary course of its trading activities;                     (ii)  a loan made by a member of the Group to another member of the Group;                     (iii)  a loan made by an Obligor to a Shareholder Holding Company provided;                             (A)  such Shareholder Holding Company is and will remain a direct or indirect shareholder                                of the Parent;                             (B)  no loans may be made to any Affiliate or Subsidiary of such Shareholder Holding                                Company (other than where permitted by paragraph (ii) above);                             (C)  the Distribution Conditions are satisfied in respect of such loan; and                             (D)  the loan (including any associated payment) is made within one month of delivery of                                the Distribution Certificate relating to that loan.   22.18  Dividends, share redemption and Permitted Shareholder Loan repayments          22.18.1  Except as permitted under clause 22.18.2 to 22.18.3 below, the Parent shall not (and will ensure                   that no other member of the Group will):                                                                                                              67  





 






                                                                                                                                 (i)  declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid                        dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its                        share capital (or any class of its share capital);                     (ii)  repay or distribute any dividend or share premium reserve;                     (iii)  repay the Existing Shareholder (Subordinated) Loan, the Existing Shareholder (Equity) Loan                        or any Permitted Shareholder Loan (whether of principal or interest); or                     (iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.                     (together, the Distribution Actions  and each a Distribution Action );          22.18.2  Clause 22.18.1 above does not apply if, no Event of Default is continuing, and:                     (i)  the relevant Distribution Action is made by a member of the Group for the benefit of, another                        member of the Group; or                     (ii)  the Distribution Action is in respect of repayment of the Existing Shareholder (Subordinated)                        Loan provided such loan is repaid using the proceeds of first Utilisation under this Agreement;                        or                     (iii)  the Distribution Action is made by a member of the Group for the benefit of a Shareholder                        Holding Company and the aggregate of (i) the amount of such Distribution Action; and (ii) the                        amount of any Management Charges (as defined in clause 22.19.1) paid in any Financial                        Year  (excluding,  for  the  avoidance  of  any  doubt,  any  Distribution  Action  referred  to  in                        paragraph (ii) above) does not exceed £6,000,000 ( six million pounds ) in any Financial Year;                        or                     (iv) the Distribution Action is made by a member of the Group for the benefit of a Shareholder                        Holding Company (excluding, for the avoidance of doubt, any Distribution Action referred to                        in paragraphs (ii) and (iii) above) and:                             (A)  the Distribution Conditions are satisfied in respect of such Distribution Action; and                             (B)  the Distribution Action (including any associated payment) is taken within one month                                of delivery of the Distribution Certificate relating to that Distribution Action.          22.18.3  For the avoidance of any doubt, clauses 22.18.1 to 22.18.2 (above) do not permit repayment of                   the Existing Shareholder (Equity) Loan and such loan must be converted into ordinary share capital                   in the Parent in accordance with clause 22.20 (Conditions Subsequent ).   22.19  Management and other charges          22.19.1  Provided that no Event of Default has occurred and is continuing, the Parent may (and each other                   member of the Group may) pay any management, advisory or other fee to or to the order of a                   Shareholder Holding Company (in each case   Management Charges    ) which, when aggregated                   with the amount of all Distribution Actions taken in accordance with clause 22.18.2 (iii), is not in                   excess of £6,000,000 ( six million pounds ) in any Financial Year.          22.19.2  Clause 22.19.1 above does not apply to any payment made to any Shareholder Holding Company                   by any member of the Group which is in respect of payment for any charge levied in respect of the                   provision of shared services and facilities including, without limitation, specific project costs and                   expenses,  product  and  services  licensing  fees  and  costs,  group  wide  insurance,  IT,  financial,                   insurance and all other bona fide establishment or administrative costs and overheads, in each                   case  which  are  to  be  recharged  (in  whole  or  in  part)  to  one  or  more  members  of  the  Group                                                                                                              68  





 






                                                                                                                                (provided such fee or payment may not be made while an Event of Default has occurred and is                   continuing).   22.20  Conditions subsequent          22.20.1  Moy Park Beef Orleans, Moy Park France Holdco and Moy Park France shall within 20 Business                   Days of the date of this Agreement accede to this Agreement as Additional Guarantors and shall                   supply to the Agent, in form and substance satisfactory to the Facility Agent, the documents and                   evidence set out in Part 2 of Schedule 2.          22.20.2  The  Parent  shall  within  60  days  of  the  date  of  this  Agreement  provide  evidence  (in  form  and                   substance satisfactory to the Agent) that all indebtedness arising under the Existing Shareholder                   (Equity) Loan has been converted into ordinary shares in the share capital in the Parent and the                   Existing  Shareholder  (Equity)  Loan  has  been  cancelled  (such  evidence  to  include,  without                   limitation, all deeds of release and subscription, board minutes, forms SH01, share certificates and                   completed statutory books).   23     EVENTS OF DEFAULT          Each  of  the  events  or  circumstances  set  out  in  clause  23  is  an  Event  of  Default  (save  for  clause  23.16         (Acceleration )).   23.1   Non-payment          An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place         and in the currency in which it is expressed to be payable unless:          23.1.1    its failure to pay is caused by:                     (i)  administrative or technical error; or                     (ii)  a Disruption Event; and                    payment is made within 5 Business Days of its due date.   23.2   Financial covenants          Any requirement of clause 21 (Financial covenants ) is not satisfied.   23.3   Other obligations          23.3.1    An  Obligor  does  not  comply  with  any  provision  of  the  Finance  Documents  (other  than  those                   referred to in clause 23.1 (Non-payment ) and clause 23.2 (Financial covenants ).          23.3.2    No Event of Default under clause 23.3.1 will occur if the failure to comply is capable of remedy and                   is remedied within 10 Business Days of the earlier of (A) the Agent giving notice to the Parent and                   (B) the Parent becoming aware of the failure to comply.   23.4   Misrepresentation          23.4.1    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.                                                                                                              69  





 






                                                                                                                      23.4.2    No Event of Default under clause 23.4.1 will occur if the failure to comply is capable of remedy and                   is remedied within 10 Business Days of the earlier of (A) the Agent giving notice to the Parent and                   (B) the Parent becoming aware of the failure to comply.   23.5   Cross default          23.5.1    Any  Financial Indebtedness of  any member  of the Group is not paid  when due nor within any                   originally applicable grace period.          23.5.2    Any Financial Indebtedness 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  (however                   described).          23.5.3    Any  commitment  for  any  Financial  Indebtedness  of  any  member  of  the  Group  is  cancelled  or                   suspended by a creditor of any member of the Group as a result of an event of default (however                   described).          23.5.4    Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness                   of any member of the Group due and payable prior to its specified maturity as a result of an event                   of default (however described).          23.5.5    No  Event  of  Default  will  occur  under  this  clause  23.5  if  the  aggregate  amount  of  Financial                   Indebtedness or commitment for Financial Indebtedness falling  within  clauses 23.5.1 to 23.5.4                   above is less than £3,500,000.00 (or its equivalent in any other currency or currencies).   23.6   Insolvency          23.6.1    A member of the Group:                      (i)  is unable or admits inability to pay its debts as they fall due;                      (ii)  suspends making payments on any of its debts; or                     (iii)  by reason of actual or anticipated financial difficulties, commences negotiations with one or                        more  of  its  creditors  (excluding  any  Finance  Party in  its  capacity  as  such)  with  a  view  to                        rescheduling any of its indebtedness.          23.6.2    The value of the assets of any member of the Group is less than its liabilities (taking into account                   contingent and prospective liabilities).          23.6.3    A moratorium is declared in respect of any indebtedness of any member of the Group.          This clause 23.6 (Insolvency ) does not apply to Moy Park Food Service Dublin Limited to the extent that is          the subject of a solvent liquidation completed on or before 30 September 2018 (or such other date as the         Agent (acting on the instructions of the Lenders shall agree).   23.7   Insolvency proceedings          Any corporate action, legal proceedings or other procedure or step is taken in relation to:          23.7.1    the  suspension  of  payments,  a  moratorium  of any  indebtedness,  winding-up,  dissolution,                   administration  or  reorganisation  (by  way  of  voluntary  arrangement,  scheme  of  arrangement  or                   otherwise) of any member of the Group;          23.7.2    a composition, compromise, assignment or arrangement with any creditor of any member of the                   Group;                                                                                                              70  





 






                                                                                                                      23.7.3    the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the                   Group  which  is  not  an  Obligor),  receiver,  administrative  receiver,  administrator,  compulsory                   manager or other similar officer in respect of any member of the Group or any of its assets; or          23.7.4    enforcement  of  any  Security  over  any  assets of  any  member  of  the  Group  where  the  liability                   secured by that Security exceeds £3,500,000.00          or any analogous procedure or step is taken in any jurisdiction.          This clause 23.7 shall not apply to:                     (i)  any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed                        within 5 days of commencement; and                      (ii)  the solvent liquidation of any member of the Group which is not an Obligor so long as any                        payments  or  assets  distributed  (after  applicable  creditor  payments)  as  a  result  of  such                        liquidation are distributed to other members of the Group.   23.8   Creditors' process          Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member         of the Group having an aggregate value of £3,500,000.00 and is not discharged within 5 days.   23.9   Ownership of the Obligors          An Obligor (other than the Parent) is not or ceases to be a wholly owned Subsidiary (direct or indirect) of the         Parent.   23.10  Expropriation          The authority or ability of any member of the Group to conduct its business is limited or wholly or         substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action         by or on behalf of any governmental, regulatory or other authority or other person in relation to any member         of the Group or any of its assets.   23.11  Litigation          Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral         body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is         made, 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 have, or has, or are, or is, reasonably likely to have a         Material Adverse Effect.   23.12  Unlawfulness          It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.   23.13  Repudiation          An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.                                                                                                              71  





 






                                                                                                               23.14  Material adverse change          Any event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably         likely to have a Material Adverse Effect.    23.15  Conditions subsequent          Any condition subsequent specified in clause 22.20 (Conditions Subsequent ) has not been performed to the         Agent's satisfaction within the timeframe required as set out in Clause 22.20 (Conditions Subsequent ).   23.16  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 Parent:          23.16.1  cancel the Total Commitments whereupon they shall immediately be cancelled;          23.16.2  declare that all or part of the Loans, 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; and/or          23.16.3  declare that all or part of the Loans be payable on demand, whereupon they shall immediately                   become payable on demand by the Agent on the instructions of the Majority Lenders.   24     CHANGES TO THE LENDERS   24.1   Assignments and transfers by the Lenders          Subject to this clause 24, a Lender (the Existing Lender ) may:           24.1.1    assign any of its rights; or          24.1.2    transfer by novation any of its rights and obligations,          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 ").   24.2   Company consent          24.2.1    The consent of the Parent is required for an assignment or transfer by an Existing Lender, unless                   the assignment or transfer is:                   to another Lender or an Affiliate of any Lender; or                    made at a time when an Event of Default is continuing.          24.2.2    The consent of the Parent  to an assignment or transfer must not be unreasonably  withheld or                   delayed.  The Parent will be deemed to have given its consent five Business Days after the Existing                   Lender has requested it unless consent is expressly refused by the Parent within that time.          24.2.3    The consent of the Parent to an assignment or transfer must not be withheld solely because the                   assignment or transfer may result in an increase to the Mandatory Cost.   24.3   Other conditions of assignment or transfer          24.3.1    An assignment will only be effective on:                                                                                                             72  





 






                                                                                                                                 (i)  receipt  by  the  Agent  (whether  in  the  Assignment  Agreement  or  otherwise)  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 as it would have                        been under if it had been an Original Lender; and                     (ii)  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.          24.3.2    A transfer will only be effective if the procedure set out in clause 24.6 (Procedure for transfer ) is                   complied with.          24.3.3    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 13 (Tax gross-up and indemnities ) or clause 14 (Increased                        Costs ),                   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.                   This clause 24.3.3 shall not apply:                     (iii)  in respect of an assignment or transfer made in the ordinary course of the primary syndication                        of any Facility; or                     (iv) in relation to clause 13.2 ( Tax gross-up ), to a Treaty Lender that has included a confirmation                        of  its  scheme  reference  number  and  its  jurisdiction  of  tax  residence  in  accordance  with                        13.2.8(ii)(B) of clause 13.2 ( Tax gross-up ) if the Obligor making the payment has not made a                        Borrower DTTP Filing in respect of that Treaty Lender.          24.3.4    Each  New  Lender,  by  executing  the  relevant  Transfer  Certificate  or  Assignment  Agreement,                   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 transfer or assignment                   becomes effective in accordance with this Agreement and that it is bound by that decision to the                   same extent as the Existing Lender would have been had it remained a Lender.   24.4   Assignment or transfer fee          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 £3,000.   24.5   Limitation of responsibility of Existing Lenders          24.5.1    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;                                                                                                             73  





 






                                                                                                                                 (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 any                        Finance Document or any other document,                   and any representations or warranties implied by law are excluded.          24.5.2    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.          24.5.3    Nothing in any Finance Document obliges an Existing Lender to:                     (i)  accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations                        assigned or transferred under this clause 24; 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.   24.6   Procedure for transfer          24.6.1    Subject  to  the  conditions  set  out  in  clause 24.2  (Company  consent )  and  clause  24.3  (Other                   conditions of assignment or transfer ) a transfer is effected in accordance with clause 24.6.3 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 clause 24.6.2 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.          24.6.2    The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing                   Lender and the  New Lender  once  it  is satisfied it has complied  with all necessary  "know  your                   customer"  or  other  similar  checks  under  all  applicable  laws  and  regulations  in  relation  to  the                   transfer to such New Lender.          24.6.3    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 and the New Lender have assumed and/or acquired                        the same in place of that Obligor and the Existing Lender;                     (iii)  the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and                        assume  the  same  obligations  between  themselves  as  they  would  have  acquired  and                                                                                                             74  





 






                                                                                                                                     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 Arranger                        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".   24.7   Procedure for assignment          24.7.1    Subject  to  the  conditions  set  out  in  clause 24.2  (Company  consent )  and  clause  24.3  (Other                   conditions of assignment or transfer ) an assignment may be effected in accordance with clause                   24.7.3  below  when  the  Agent  executes  an  otherwise  duly  completed  Assignment  Agreement                   delivered to it by the Existing Lender and the New Lender.  The Agent shall, subject to clause                   24.7.2 below, as soon as reasonably practicable after receipt by it of a duly completed Assignment                   Agreement  appearing  on  its  face  to  comply  with  the terms  of  this  Agreement  and  delivered  in                   accordance with the terms of this Agreement, execute that Assignment Agreement.          24.7.2    The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing                   Lender  and the  New Lender once  it  is satisfied it has complied  with all necessary  "know  your                   customer"  or  other  similar  checks  under  all  applicable  laws  and  regulations  in  relation  to  the                   assignment to such New Lender.          24.7.3    On the Transfer Date:                     (i)  the Existing Lender will assign absolutely to the New Lender the rights under the Finance                        Documents expressed to be the subject of the assignment in the Assignment Agreement;                     (ii)  the Existing Lender will be released by each Obligor and the other Finance Parties from the                        obligations owed by it (the Relevant Obligations ) and expressed to be the subject of the                        release in the Assignment Agreement; and                     (iii)  the  New  Lender  shall  become  a  Party  as  a  "Lender"  and  will  be  bound  by  obligations                        equivalent to the Relevant Obligations.          24.7.4    Lenders may utilise procedures other than those set out in this clause 24.7 to assign their rights                   under the Finance Documents (but not, without the consent of the relevant Obligor or unless in                   accordance with clause 24.6 (Procedure for transfer ), to obtain a release by that Obligor from the                   obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a                   New  Lender) provided  that   they  comply  with  the  conditions  set  out  in  clause 24.2  (Company                   consent ) and clause 24.3 (Other conditions of assignment or transfer ).   24.8   Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company           The  Agent  shall,  as  soon  as  reasonably  practicable after  it  has  executed  a  Transfer  Certificate,  an         Assignment Agreement or an Increase Confirmation, send to the Parent a copy of that Transfer Certificate,         Assignment Agreement or Increase Confirmation.   24.9   Security over Lenders' rights          In addition to the other rights provided to Lenders under this clause 24, each Lender may without consulting         with or obtaining consent from any Obligor, 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 including, without limitation:                   any charge, assignment or other Security to secure obligations to a federal reserve or central bank;                 and                                                                                                              75  





 






                                                                                                                               any charge, assignment or other Security granted to any holders (or trustee or representatives of                 holders) of obligations owed, or securities issued, by that Lender as security for those obligations or                 securities,              except that no such charge, assignment or Security shall:                     (i)  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                     (ii)  require any payments to be made by an Obligor other than or in excess of, 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.   25     RESTRICTION ON DEBT PURCHASE TRANSACTIONS            The Parent shall not, and shall procure that no other member of the Group or any of its Affiliates shall,         enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a         company that is a Lender or a party to a Debt Purchase Transaction.   26     CHANGES TO THE OBLIGORS   26.1   Assignments and transfer by Obligors          No  Obligor  may  assign  any  of  its  rights  or  transfer  any  of  its  rights  or  obligations  under  the  Finance         Documents.   26.2   Additional Borrowers          26.2.1    Subject to compliance with the provisions of clauses 20.8.3 and 20.8.4 of clause 20.8 ("Know your                   customer" checks ), the Parent may request that any of its Subsidiaries becomes an Additional                   Borrower.  That Subsidiary shall become an Additional Borrower if:                     (i)  all the Lenders approve the addition of that Subsidiary;                     (ii)  the Parent delivers to the Agent a duly completed and executed Accession Letter;                      (iii)  the Parent confirms that no Default is continuing or would occur as a result of that Subsidiary                        becoming an Additional Borrower; and                     (iv)  the Agent has received all of the documents and other evidence listed in Schedule 2Part 2                          (Conditions precedent ) in relation to that Additional Borrower, each in form and substance                        satisfactory to the Agent.          26.2.2    The Agent shall notify the Parent 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 Schedule                   2Part 2  (Conditions precedent ).          26.2.3    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 clause 26.2.2 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.   26.3   Resignation of a Borrower          26.3.1    The  Parent  may  request  that  a  Borrower  (other  than  the  Parent)  ceases  to  be  a  Borrower  by                   delivering to the Agent a Resignation Letter.                                                                                                             76  





 






                                                                                                                      26.3.2    The  Agent  shall  accept  a  Resignation  Letter and  notify  the  Parent  and  the  Lenders  of  its                   acceptance if:                     (i)  no Default is continuing or would result from the acceptance of the Resignation Letter (and                        the Parent has confirmed this is the case); and                     (ii)  the Borrower is under no actual or contingent obligations as a Borrower under any Finance                        Documents,                   whereupon  that  company  shall  cease  to  be  a  Borrower  and  shall  have  no  further  rights  or                  obligations under the Finance Documents.   26.4   Additional Guarantors          26.4.1    Subject to compliance with the provisions of clauses 20.8.1(iii) and 20.8.4 of clause 20.8 ("Know                   your customer" checks ), the Parent may request that any of its Subsidiaries become an Additional                   Guarantor.  That Subsidiary shall become an Additional Guarantor if:                     (i)  the Parent delivers 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 Schedule 2Part 2                         (Conditions precedent) in relation to that Additional Guarantor, each in form and substance                        satisfactory to the Agent.          26.4.2    The Agent shall notify the Parent 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 Schedule                   2Part 2  (Conditions precedent ).          26.4.3    The Parent shall procure that any other member of the Group which is a Material Company shall,                   as soon as possible after becoming a Material Company, become an Additional Guarantor.          26.4.4    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 clause 26.4.2 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.   26.5   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.   26.6   Resignation of a Guarantor          26.6.1    The Parent may request that a Guarantor (other than the Parent) ceases to be a Guarantor by                   delivering to the Agent a Resignation Letter.          26.6.2    The  Agent  shall  accept  a  Resignation  Letter and  notify  the  Parent  and  the  Lenders  of  its                   acceptance if:                     (i)  no Default is continuing or would result from the acceptance of the Resignation Letter (and                        the Parent has confirmed this is the case); and                     (ii)  all the Lenders have consented to the Parent's request.                                                                                                              77  





 






                                                                                                               27     ROLE OF THE AGENT AND THE ARRANGER    27.1   Appointment of the Agent          27.1.1    Each  of  the  Arranger  and  the  Lenders  appoints  the  Agent  to  act  as  its  agent  under  and  in                   connection with the Finance Documents.           27.1.2    Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and                   responsibilities and 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.   27.2   Instructions          27.2.1    The Agent shall:                     (i)  unless  a  contrary  indication  appears  in  a  Finance  Document,  exercise  or  refrain  from                        exercising any right, power, authority or discretion vested in it as Agent in accordance with                        any instructions given to it by:                             (A)  all Lenders if the relevant Finance Document stipulates the matter is an all Lender                                decision; and                             (B)  in all other cases, the Majority Lenders; and                     (ii)  not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with                        clause 27.2.1(i)(A) above.          27.2.2    The  Agent  shall  be  entitled  to  request  instructions,  or  clarification  of  any  instruction,  from the                   Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any                   other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in                   what manner, it should exercise or refrain from exercising any right, power, authority or discretion.                    The Agent may refrain from acting unless and until it receives any such instructions or clarification                   that it has requested.          27.2.3    Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders                   under  the  relevant  Finance  Document  and  unless  a  contrary  indication  appears  in  a  Finance                   Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting                   instructions given by any other Parties and will be binding on all Finance Parties.          27.2.4    The Agent may refrain from acting in accordance with any instructions of any Lender or group of                   Lenders until it has received any indemnification and/or security that it may in its discretion require                   (which may be greater in extent than that contained in the Finance Documents and which may                   include payment in advance) for any cost, loss or liability which it may incur in complying with those                   instructions.          27.2.5    In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in                   the best interest of the Lenders.          27.2.6    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.   27.3   Duties of the Agent          27.3.1    The  Agent's  duties  under  the  Finance  Documents  are  solely  mechanical  and  administrative  in                   nature.                                                                                                              78  





 






                                                                                                                      27.3.2    Subject to clause 27.3.3 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.          27.3.3    Without prejudice to clause 24.8 (Copy of Transfer Certificate, Assignment Agreement or Increase                   Confirmation to Company ), clause 27.3.2 above shall not apply to any Transfer Certificate, any                   Assignment Agreement or any Increase Confirmation.          27.3.4    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.          27.3.5    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.          27.3.6    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 Arranger) under this Agreement it shall                   promptly notify the other Finance Parties.          27.3.7    The Agent shall have only those duties, obligations and responsibilities expressly specified in the                   Finance Documents to which it is expressed to be a party (and no others shall be implied).   27.4   Role of the Arranger          Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any         other Party under or in connection with any Finance Document.   27.5   No fiduciary duties          27.5.1    Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary                   of any other person.          27.5.2    Neither the Agent nor the Arranger 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.   27.6   Business with the Group          The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of         banking or other business with any member of the Group.   27.7   Rights and discretions          27.7.1    The Agent may:                   rely on any representation, communication, notice or document believed by it to be genuine, correct                 and appropriately authorised;                   assume that:                     (i)  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                     (ii)  unless it has received notice of revocation, that those instructions have not been revoked;                        and                   rely on a certificate from any person:                                                                                                              79  





 






                                                                                                                   (i)  as to any matter of fact or circumstance which might reasonably be expected to be within the                 knowledge of that person; or              (ii)  to the effect that such person approves of any particular dealing, transaction, step, action or                 thing,                  as sufficient evidence that that is the case and, in the case of clause 27.7.1(c)(i) above, may                 assume the truth and accuracy of that certificate.   27.7.2    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 23.1                 (Non-payment ));              (ii)  any right, power, authority or discretion vested in any Party or any group of Lenders has not                 been exercised; and              (iii)  any notice or request made by the Parent (other than a Utilisation Request) is made on behalf                 of and with the consent and knowledge of all the Obligors.   27.7.3    The  Agent  may  engage  and  pay  for  the  advice or  services  of  any  lawyers,  accountants,  tax            advisers, surveyors or other professional advisers or experts.   27.7.4    Without prejudice to the generality of clause 27.7.3 above or clause 27.7.5 below, the Agent may            at any time engage and pay for the services of any lawyers to act as independent counsel to the            Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable            opinion deems this to be desirable.   27.7.5    The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors            or other professional advisers or experts (whether obtained by the Agent or by any other Party)            and shall not be liable for any damages, costs or losses to any person, any diminution in value or            any liability whatsoever arising as a result of its so relying.   27.7.6    The  Agent  may  act  in  relation  to  the  Finance  Documents  through  its  officers,  employees  and            agents.   27.7.7    Unless a Finance Document expressly provides otherwise the Agent may disclose to any other            Party any information it reasonably believes it has received as agent under this Agreement.   27.7.8    Without prejudice to the generality of clause 27.7.7 above, the Agent:              (i)  may disclose; and              (ii)  on the written request of the Parent or the Majority Lenders shall, as soon as reasonably                 practicable, disclose,             the identity of a Defaulting Lender to the Parent and to the other Finance Parties.   27.7.9    The  Agent  may  act  in  relation  to  the  Finance  Documents  through  its  officers,  employees  and            agents and the Agent shall not:              (i)  be liable for any error of judgment made by any such person; or              (ii)  be  bound  to  supervise,  or  be  in  any  way  responsible  for,  any  loss  incurred  by  reason  of                 misconduct, omission or default on the part of any such person,                                                                                                       80  





 






                                                                                                                                unless  such  error  or  such  loss  was  directly  caused by  the  Agent's  gross  negligence  or  wilful                   misconduct.          27.7.10  Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent                   nor the Arranger 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.          27.7.11  Notwithstanding any provision of any Finance Document to the contrary, the Agent is not 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.   27.8   Responsibility for documentation          Neither the Agent nor the Arranger is responsible or liable for:          27.8.1    the adequacy, accuracy or completeness of any information (whether oral or written) supplied by                   the  Agent,  the  Arranger,  an  Obligor  or  any  other  person  in  or  in  connection  with  any  Finance                   Document  or  the  Information  Memorandum  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          27.8.2    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; or          27.8.3    any determination as to whether any information provided or to be provided to any Finance Party                   is non-public information the use of which may be regulated or prohibited by applicable law or                   regulation relating to insider dealing or otherwise.   27.9   No duty to monitor          The Agent shall not be bound to enquire:          27.9.1    whether or not any Default has occurred;           27.9.2    as to the performance, default or any breach by any Party of its obligations under any Finance                   Document; or          27.9.3    whether any other event specified in any Finance Document has occurred.   27.10  Exclusion of liability          27.10.1  Without limiting clause 27.10.2 below (and without prejudice to any other provision of any Finance                   Document excluding or limiting the liability of the Agent), the Agent will not 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                                                                                                              81  





 






                                                                                                                                 (iii)  without prejudice to the generality of clauses 27.10.1(i) and (ii) above, any damages, costs                        or losses to any person, any diminution in value or any liability whatsoever (including, without                        limitation, for 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:                             (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.          27.10.2  No Party (other than the Agent) may take any proceedings against any officer, employee or agent                   of the Agent in respect of any claim it might have against the Agent 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 may rely on this clause.          27.10.3  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.          27.10.4  Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:                     (i)  any "know your customer" or other checks in relation to any person; or                     (ii)  any check on the extent to which any transaction contemplated by this Agreement might be                        unlawful for any Lender or for any Affiliate of any Lender,                    on behalf of any Lender and each Lender confirms to the Agent and the Arranger 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 Arranger.          27.10.5  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.   27.11  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                                                                                                             82  





 






                                                                                                                      clause 30.10 (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).   27.12  Resignation of the Agent          27.12.1  The  Agent  may  resign  and  appoint  one  of  its  Affiliates  acting  through  an  office  in  the  United                   Kingdom or Ireland as successor by giving notice to the Lenders and the Parent.          27.12.2  Alternatively the Agent may  resign by giving 30 days' notice to the Lenders and the Parent, in                   which  case  the  Majority  Lenders  (after  consultation  with  the  Parent)  may  appoint  a  successor                   Agent.          27.12.3  If the Majority Lenders have not appointed a successor Agent in accordance with clause 27.12.2                   above within 20 days after notice of resignation was given, the retiring Agent (after consultation                   with the Parent) may appoint a successor Agent (acting through an office in the United Kingdom                   or Ireland).          27.12.4  If the Agent  wishes to resign because (acting reasonably) it has concluded that it is no longer                   appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under                   clause 27.12.3 above, the Agent may (if it concludes (acting reasonably) that it is necessary to do                   so in order to persuade the proposed successor Agent to become a party to this Agreement as                   Agent) agree with the proposed successor Agent amendments to this clause 27 and any other                   term of  this  Agreement dealing  with the rights or obligations of the  Agent  consistent with then                   current market practice for the appointment and protection of corporate trustees together with any                   reasonable amendments to the agency fee payable under this Agreement which are consistent                   with the successor Agent's normal fee rates and those amendments will bind the Parties.          27.12.5  The retiring Agent shall 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.  The Parent shall, within three                   Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses                   (including legal fees) properly incurred by it in making available such documents and records and                   providing such assistance.          27.12.6  The Agent's resignation notice shall only take effect upon the appointment of a successor.          27.12.7  Upon  the  appointment  of  a  successor,  the  retiring  Agent  shall  be  discharged  from any  further                   obligation in respect of the Finance Documents (other than its obligations under clause 27.12.5                   above) but shall remain entitled to the benefit of clause 15.3 (Indemnity to the Agent ) and this                   clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from                   (and shall be payable on) that date).  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.          27.12.8  After consultation with the Parent, the Majority Lenders may, by notice to the Agent, require it to                   resign in accordance with clause 27.12.2 above.  In this event, the Agent shall resign in accordance                   with clause 27.12.2 above.          27.12.9  The Agent shall resign in accordance with clause 27.12.2 above (and, to the extent applicable,                   shall use reasonable endeavours to appoint a successor Agent pursuant to clause 27.12.3 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:                                                                                                              83  





 






                                                                                                                                 (i)  the Agent fails to respond to a request under clause 13.8 (FATCA information ) and the Parent                        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 13.8 (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 Parent 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 Parent 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                  Parent or that Lender, by notice to the Agent, requires it to resign.   27.13  Confidentiality          27.13.1  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.          27.13.2  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.   27.14  Relationship with the Lenders          27.14.1  The Agent may treat the person shown in its records as Lender at the opening of business (in the                   place of the Agent's principal office as notified to the Finance Parties from time to time) as the                   Lender acting through its Facility Office:                     (i)  entitled to or liable for any payment due under any Finance Document on that day; and                     (ii)  entitled to receive and act upon any notice, request, document or communication or make                        any decision or determination under any Finance Document made or delivered on that day,                   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.          27.14.2  Each Lender shall supply the Agent with any information required by the Agent in order to calculate                   the Mandatory Cost.          27.14.3  Any  Lender  may  by  notice  to  the  Agent  appoint  a  person  to  receive  on  its  behalf  all  notices,                   communications, information and documents to be made or despatched to that Lender under the                   Finance  Documents.   Such  notice  shall  contain  the  address,  fax  number  and  (where                   communication  by  electronic  mail  or  other  electronic  means  is  permitted  under  clause  32.5                   (Electronic  communication ))  electronic  mail  address  and/or  any  other  information  required  to                   enable the transmission of information by that means (and, in each case, the department or officer,                   if any, for whose attention  communication is to be made) and be treated as a notification of a                   substitute address, fax number, electronic mail address (or such other information), department                   and  officer  by  that  Lender  for  the  purposes  of  clause  32.2  (Addresses )  and  clause  32.5.1(ii)                   (Electronic communication ) and the Agent shall be entitled to  treat such person as the person                   entitled to receive all such notices, communications, information and documents as though that                   person were that Lender.   27.15  Credit appraisal by the Lenders          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 and the Arranger that it has been, and will                                                                                                             84  





 






                                                                                                                      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:          27.15.1  the financial condition, status and nature of each member of the Group;          27.15.2  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;          27.15.3  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          27.15.4  the  adequacy,  accuracy  or  completeness  of  the  Information  Memorandum  and  any  other                   information provided by the Agent, any Party or by any other person under or in connection with                   any Finance Document, the transactions contemplated by 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.   27.16  Agent's management time          27.16.1  Any amount payable to the Agent under clause 15.3 (Indemnity to the Agent ), clause 17 (Costs                   and expenses ) and clause 27.11 (Lenders' indemnity to the Agent ) shall include the cost of utilising                   the  Agent's  management  time  or  other  resources  and will  be  calculated  on  the  basis  of  such                   reasonable daily or hourly rates as the Agent may notify to the Parent and the Lenders, and is in                   addition to any fee paid or payable to the Agent under clause 12 (Fees ).   27.17  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.   27.18  Role of Reference Banks          27.18.1  No Reference Bank is under any obligation to provide a quotation or any other information to the                   Agent.          27.18.2  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 directly caused by its gross negligence                   or wilful misconduct.          27.18.3  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 27.18 subject to clause 1.4                   (Third party rights ) and the provisions of the Third Parties Act.                                                                                                              85  





 






                                                                                                               27.19  Third party Reference Banks          A Reference Bank which is not a Party may rely on clause 27.18 (Role of Reference Banks ), clause 36.3         (Other exceptions ) and clause 38 (Confidentiality of Funding Rates and Reference Bank Quotations ) subject         to clause 1.4 (Third party rights ) and the provisions of the Third Parties Act.   28     CONDUCT OF BUSINESS BY THE FINANCE PARTIES          No provision of this Agreement will:          28.1.1    interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever                   manner it thinks fit;          28.1.2    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          28.1.3    oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any                   computations in respect of Tax.   29     SHARING AMONG THE FINANCE PARTIES   29.1   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 30 (Payment mechanics ) (a Recovered Amount   ) and applies that amount         to a payment due under the Finance Documents then:          29.1.1    the Recovering  Finance Party shall, within three Business Days, notify details of the receipt or                   recovery to the Agent;          29.1.2    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 30 (Payment mechanics ), without                   taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery                   or distribution; and          29.1.3    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 30.5 (Partial payments ).   29.2   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) (the Sharing Finance Parties ) in         accordance with clause 30.5 (Partial payments ) towards the obligations of that Obligor to the Sharing Finance         Parties.   29.3   Recovering Finance Party's rights          On a distribution by the Agent under clause 29.2 (Redistribution of payments ) of a payment received by a         Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance         Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been         paid by that Obligor.                                                                                                              86  





 






                                                                                                               29.4   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:          29.4.1    each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the 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) (the Redistributed Amount ); and          29.4.2    as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the                   relevant Redistributed Amount will be treated as not having been paid by that Obligor.    29.5   Exceptions          29.5.1    This clause 29 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.          29.5.2    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 that other Finance Party of the legal or arbitration proceedings; and                     (ii)  that  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.   30     PAYMENT MECHANICS   30.1   Payments to the Agent          30.1.1    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.          30.1.2    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 such Participating Member State                   or London, as specified by the Agent) and with such bank as the Agent, in each case, specifies..   30.2   Distributions by the Agent          Each  payment  received  by  the  Agent  under  the  Finance  Documents  for  another  Party  shall,  subject  to         clause 30.3 (Distributions to an Obligor ) and clause 30.4 (Clawback and pre-funding ) 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.                                                                                                              87  





 






                                                                                                               30.3   Distributions to an Obligor          The Agent may (with the consent of the Obligor or in accordance with clause 31 (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.   30.4   Clawback and pre-funding          30.4.1    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.          30.4.2    Unless clause 30.4.3 below applies, 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.          30.4.3    If the Agent has notified the Lenders that it is willing to make available amounts for the account of                   a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does                   so but it proves to be the case that it does not then receive funds from a Lender in respect of a                   sum which it paid to a Borrower:                     (i)  the Agent shall notify the Parent of that Lender's identity and] the Borrower to whom that sum                        was made available shall on demand refund it to the Agent; and                     (ii)  the Lender by whom those funds should have been made available or, if that Lender fails to                        do so, the Borrower to whom that sum was made available, shall on demand pay to the Agent                        the amount (as certified by the Agent) which will indemnify the Agent against any funding cost                        incurred by it as a result of paying out that sum before receiving those funds from that Lender.   30.5   Partial payments          30.5.1    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 the Finance Documents in the following order:                     (i) first , in or towards payment pro rata of any unpaid amount owing to the Agent under the                        Finance  Documents  (including,  without  limitation,  in  respect  of  any  costs  incurred  by  the                        Agent);                     (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                     (iv) fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance                        Documents.          30.5.2    The Agent shall, if so directed by the Majority Lenders, vary the order set out in clauses 30.5.1(i)                    to 30.5.1(iv)above.          30.5.3    Clauses 30.5.1 and 30.5.2 above will override any appropriation made by an Obligor.                                                                                                              88  





 






                                                                                                               30.6   No set-off by Obligors          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 or counterclaim.   30.7   Business Days          30.7.1    Any payment under any Finance Document 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).          30.7.2    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.   30.8   Currency of account          30.8.1    Subject  to  clause  30.8.2  to  30.8.5  below,  the  Base  Currency  is  the  currency  of  account  and                   payment for any sum due from an Obligor under any Finance Document.          30.8.2    A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the                   currency in which that Loan or Unpaid Sum is denominated, pursuant to this Agreement, on its due                   date.          30.8.3    Each payment of interest shall be made in the currency in which the sum in respect of which the                   interest is payable was denominated, pursuant to this Agreement, when that interest accrued.          30.8.4    Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the                   costs, expenses or Taxes are incurred.          30.8.5    Any amount expressed to be payable in a currency other than the Base Currency shall be paid in                   that other currency.   30.9   Change of currency          30.9.1    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 Parent); 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).          30.9.2    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  Parent) 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.   30.10  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 Parent that a Disruption Event has occurred:                                                                                                              89  





 






                                                                                                                      30.10.1  the Agent may, and shall if requested to do so by the Parent, consult with the Parent with a view                   to agreeing with the Parent such changes to the operation or administration of the Facility as the                   Agent may deem necessary in the circumstances;          30.10.2  the Agent shall not be obliged to consult with the Parent in relation to any changes mentioned in                   clause 30.10.1 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;          30.10.3  the  Agent  may  consult  with  the  Finance  Parties  in  relation  to  any  changes  mentioned  in                   clause 30.10.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do                   so in the circumstances;          30.10.4  any  such  changes  agreed  upon  by  the  Agent  and  the  Parent  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 36 (Amendments and Waivers );           30.10.5  the Agent shall not be liable for any damages, costs or losses to any person, any diminution in                   value or any liability 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 30.10; and          30.10.6  the Agent shall notify the Finance Parties of all changes agreed pursuant to clause 30.10.4 above.   31     SET-OFF          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.   32     NOTICES   32.1   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.   32.2   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:          32.2.1    in the case of the Parent, that identified with its name below;                    Moy Park Europe (Holdings) Limited, The Food Park, 39 Seagoe Industrial Estate, Craigavon, Co.                   Armagh, BT63 5QE          32.2.2    in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior to                   the date on which it becomes a Party; and          32.2.3    in the case of the Agent, that identified with its name below,                                                                                                               90  





 






                                                                                                                                FAO: Aidan Brosnan, Senior Manager, Transaction Support / Agency, Bank of Ireland Corporate                   Banking, 1st Floor, Burlington Plaza 2, Burlington Road, Dublin 4          or any substitute address or 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.   32.3   Delivery          32.3.1    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 32.2 (Addresses ), if addressed to that department or officer.          32.3.2    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).          32.3.3    All notices from or to an Obligor shall be sent through the Agent.          32.3.4    Any  communication  or  document  made  or  delivered  to  the  Parent  in  accordance  with  this                   clause will be deemed to have been made or delivered to each of the Obligors.          32.3.5    Any communication or document which becomes effective, in accordance with clauses 32.3.1 to                   32.3.4 above, after 5:00pm in the place of receipt shall be deemed only to become effective on the                   following day.   32.4   Notification of address and fax number          Promptly upon changing its address or fax number, the Agent shall notify the other Parties.   32.5   Electronic communication          32.5.1    Any communication to be made between any two Parties under or in connection with the Finance                   Documents may be made by electronic mail or other electronic means (including, without limitation,                   by way of posting to a secure website) if those two Parties:                     (i)  notify  each  other  in  writing  of  their  electronic  mail  address  and/or  any  other  information                        required to enable the transmission 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.          32.5.2    Any such electronic communication as specified in clause 32.5.1 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.          32.5.3    Any such electronic communication as specified in clause 32.5.1 above made between any two                   Parties will be effective only when actually received (or made available) in readable form and in                                                                                                             91  





 






                                                                                                                                the case of any electronic communication made by a Party to the Agent only if it is addressed in                   such a manner as the Agent shall specify for this purpose.          32.5.4    Any electronic communication which becomes effective, in accordance with clause 32.5.3 above,                   after 5:00pm in the place in which the Party to whom the relevant communication is sent or made                   available  has  its  address  for  the  purpose  of  this  Agreement  shall  be  deemed  only  to  become                   effective on the following day.          32.5.5    Any  reference  in  a  Finance  Document  to  a  communication  being  sent  or  received  shall  be                   construed to include that communication being made available in accordance with this clause 32.5.   32.6   English language          32.6.1    Any notice given under or in connection with any Finance Document must be in English.          32.6.2    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.   33     CALCULATIONS AND CERTIFICATES   33.1   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.   33.2   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.   33.3   Day count convention          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 365 days or, in any case where         the practice in the Relevant Market differs, in accordance with that market practice.   34     PARTIAL INVALIDITY          If, at any time, any provision of a Finance Document 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.   35     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.                                                                                                             92  





 






                                                                                                               36     AMENDMENTS AND WAIVERS   36.1   Required consents          36.1.1    Subject to clause 36.2 (All Lender matters ) and clause 36.3 (Other exceptions ) any term of the                   Finance Documents may be amended or waived only with the consent of the Majority Lenders and                   the Obligors and any such amendment or waiver will be binding on all Parties.          36.1.2    The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this                   clause 36.   36.2   All Lender matters          Subject to clause 36.4 (Replacement of Screen Rate ) an amendment or waiver of any term of any Finance         Document that has the effect of changing or which relates to:          36.2.1    the definition of "Majority Lenders" in clause 1.1 (Definitions );          36.2.2    an extension to the date of payment of any amount under the Finance Documents;          36.2.3    a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees                   or commission payable;          36.2.4    a change in currency of payment of any amount under the Finance Documents;          36.2.5    an increase in any Commitment, an extension of the Availability Period or any requirement that a                   cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;          36.2.6    a change to the Borrowers or Guarantors other than in accordance with clause 26 (Changes to the                   Obligors );          36.2.7    any provision which expressly requires the consent of all the Lenders;           36.2.8    clause 2.3 (Finance Parties' rights and obligations ), clause 5.1 (Delivery of a Utilisation Request ),                   clause 8.1 (Illegality ), clause  8.2 (Change of control ), clause 8.8 (Application of prepayments ),                   clause 24 (Changes to the Lenders ), clause 26 (Changes to the Obligors ), clause 29 (Sharing                   among the Finance Parties ), this clause 36, clause 40 (Governing law ) or clause 41.1 (Jurisdiction );                   or          36.2.9    the  nature  or  scope  of  the  guarantee  and  indemnity  granted  under  clause  18  (Guarantee  and                   indemnity ).          shall not be made without the prior consent of all the Lenders.    36.3   Other exceptions          An amendment or waiver which relates to the rights or obligations of the Agent or the Arranger or a Reference         Bank (each in their capacity as such) may not be effected without the consent of the Agent, the Arranger or         that Reference Bank, as the case may be.   36.4   Replacement of Screen Rate          36.4.1    Subject to clause 36.3 (Other exceptions ), if any Screen Rate is not available for a currency which                   can  be  selected  for  a  Loan,  any  amendment  or  waiver  which  relates  to  providing  for  another                   benchmark rate to apply in relation to that currency in place of that Screen Rate (or which relates                   to aligning any provision of a Finance Document to the use of that other benchmark rate) may be                   made with the consent of the Majority Lenders and the Obligors.                                                                                                             93  





 






                                                                                                                      36.4.2    If any Lender fails to respond to a request for an amendment or waiver described in clause 36.4.1                   above within 3 Business Days (unless the Parent and the Agent agree to a longer time period in                   relation to any request) of that request being made:                     (i)  its Commitment shall not be included for the purpose of calculating the Total Commitments                        when ascertaining whether any relevant percentage of Total Commitments has been obtained                        to approve that request; and                     (ii)  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.   36.5   Disenfranchisement of Defaulting Lenders          36.5.1    For so long as a Defaulting Lender has any Available Commitment, in ascertaining:                      (i)  the Majority Lenders; or                      (ii)  whether:                        (A)  any  given  percentage  (including,  for  the  avoidance  of  doubt,  unanimity)  of  the  Total                           Commitments under the relevant Facility; or                         (B)  the agreement of any specified group of Lenders,                   has  been  obtained  to  approve  any  request  for  a  consent,  waiver,  amendment  or  other  vote  of                  Lenders under the Finance Documents,           that  Defaulting  Lender's  Commitments  under  the  relevant  Facility  will  be  reduced  by  the  amount  of  its         Available  Commitments  under  the  relevant  Facility  and,  to  the  extent  that  that  reduction  results  in  that         Defaulting Lender's  Total  Commitments being  zero, that Defaulting Lender shall be deemed not to  be a         Lender for the purposes of paragraphs (i) and (ii) above.          36.5.2    For  the  purposes  of  this  Clause  36.5,  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;                     (ii)  any Lender in relation to which it is aware that any of the events or circumstances referred to                        in paragraphs (a), (b), (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.   36.6   Replacement of a Defaulting Lender          36.6.1    The Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by                   giving 7 Business Days' prior written notice to the Agent and such Lender:                     (i)  replace such Lender by requiring such Lender to (and, to the extent permitted by law, such                        Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders ) all (and not part only)                        of its rights and obligations under this Agreement;                     (ii)  require  such  Lender  to  (and,  to  the  extent  permitted  by  law,  such  Lender  shall)  transfer                        pursuant  to  Clause  24  (Changes  to  the  Lenders )  all  (and  not  part  only)  of  the  undrawn                        Commitment of the Lender; or                                                                                                              94  





 






                                                                                                                                 (iii)  require  such  Lender  to  (and,  to  the  extent  permitted  by  law,  such  Lender  shall)  transfer                        pursuant  to  Clause  24  (Changes  to  the  Lenders)  all (and  not  part  only)  of  its  rights  and                        obligations in respect of the Facility,                   to a Lender or other bank, financial institution, trust, fund or other entity (a Replacement Lender )                  selected by the Parent, which is acceptable (in the case of any transfer of a Commitment) to the                  Agent and which confirms its willingness to assume and does assume all the obligations, or all the                  relevant  obligations,  of  the  transferring  Lender  in  accordance  with  Clause  24 (Changes to  the                  Lenders) for a purchase price in cash payable at the time of transfer which is either:                   (i)   in an amount equal to the outstanding principal amount of such Lender's participation in the                        outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in                        relation thereto under the Finance Documents; or                   (ii)  in  an  amount  agreed  between  that  Defaulting  Lender,  the  Replacement  Lender  and  the                        Parent and which does not exceed the amount described in paragraph (i) above.          36.6.2    Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 36.6 shall be                   subject to the following conditions:                     (i)  the Parent shall have no right to replace the Agent or Security Agent;                     (ii)  neither the Agent nor the Defaulting Lender shall have any obligation to the Parent to find a                        Replacement Lender;                     (iii)  the transfer must take place no later than five Business Days after the notice referred to in                        clause 36.6.1 above;                      (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;                        and                     (v)  the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to                        clause 36.6.1 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 to the Replacement Lender.          36.6.3    The Defaulting Lender shall perform the checks described in clause 36.6.2(v) above as soon as                   reasonably practicable following delivery of a notice referred to in clause 36.6.1 above and shall                   notify the Agent and the Parent when it is satisfied that it has complied with those checks.   37     CONFIDENTIAL INFORMATION   37.1   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  37.2  (Disclosure  of  Confidential  Information )  and  clause  37.3         (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.   37.2   Disclosure of Confidential Information          Any Finance Party may disclose:          37.2.1    to any of its Affiliates and Related Funds 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                                                                                                             95  





 






                                                                                                                  is to be given pursuant to this clause 37.2.1 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;   37.2.2    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, Related Funds, Representatives and professional advisers;              (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, Related Funds, Representatives and                 professional advisers;              (iii)  appointed by any Finance Party or by a person to whom paragraph (i) or (ii) above applies to                 receive communications, notices, information or documents delivered pursuant to the Finance                 Documents  on  its  behalf  (including,  without  limitation,  any  person  appointed  under                 clause 27.14.3 of clause 27.14 (Relationship with the Lenders ));               (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly                 or indirectly, any transaction referred to in paragraph (i) or (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 24.9 ( Security over Lenders' rights );              (viii)  who is a Party; or              (ix) with the consent of the Parent;             in each case, such Confidential Information as that Finance Party shall consider appropriate if:                      (A)  in relation to paragraphs (i), (ii) and (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 (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;                                                                                                       96  





 






                                                                                                                                         (C)  in relation to paragraphs (v), (vi) and (vii) 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          37.2.3    to any person appointed by that Finance Party or by a person to whom clause 37.2.2(i) or 37.2.2(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 clause 37.2.3 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 Parent and the relevant Finance Party; and          37.2.4    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.   37.3   Disclosure to numbering service providers          37.3.1    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 Facility and/or one or more Obligors the following information:                   names of Obligors;                   country of domicile of Obligors;                   place of incorporation of Obligors;                   date of this Agreement;                   clause 40 (Governing law );                  the names of the Agent and the Arranger;                   date of each amendment and restatement of this Agreement;                   amounts of, and names of, the Facility (and any tranches);                  amount of Total Commitments;                  currencies of the Facility;                   type of Facility;                   ranking of Facility;                   Termination Date for Facility;                    changes to any of the information previously supplied pursuant to clauses 37.3.1(a) to 36.3.1(m)                 above; and                                                                                                              97  





 






                                                                                                                               such other information agreed between such Finance Party and the Parent,                   to  enable  such  numbering  service  provider  to  provide  its  usual  syndicated  loan  numbering                  identification services.           37.3.2    The Parties acknowledge and agree that each identification number assigned to this Agreement,                   the  Facility  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.          37.3.3    Each Obligor represents that none of the information set out in clause 37.3.1(a) to 37.3.1(o) of                   clause 37.3.1 above is, nor will at any time be, unpublished price-sensitive information.          37.3.4    The Agent shall notify the Parent and the other Finance Parties of:                     (i)  the  name  of  any  numbering  service  provider  appointed  by  the  Agent  in  respect  of  this                        Agreement, the Facility and/or one or more Obligors; and                      (ii)  the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or                        one or more Obligors by such numbering service provider.   37.4   Entire agreement          This  clause 37  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.   37.5   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.   37.6   Notification of disclosure          Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Parent:          37.6.1    of  the  circumstances  of  any  disclosure  of  Confidential  Information  made  pursuant  to                   clause  37.2.2(v)  of  clause  37.2  (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          37.6.2    upon becoming aware that Confidential Information has been disclosed in breach of this clause 37.   37.7   Continuing obligations          The obligations in this clause 37 are continuing and, in particular, shall survive and remain binding on each         Finance Party for a period of twelve months from the earlier of:          37.7.1    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           37.7.2    the date on which such Finance Party otherwise ceases to be a Finance Party.                                                                                                              98  





 






                                                                                                               38     CONFIDENTIALITY OF FUNDING RATES    38.1   Confidentiality and disclosure          38.1.1    The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it                   to anyone, save to the extent permitted by clauses 38.1.2 and 38.1.3  below.          38.1.2    The Agent may disclose:                     (i)  any Funding Rate to the relevant Borrower pursuant to clause 9.4 (Notification of rates of                        interest ); and                     (ii)  (any Funding Rate  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.          38.1.3    The Agent may disclose any Funding Rate, 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  is to be                        given pursuant to this clause 38.1.3(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 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 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 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.    38.2   Related obligations          38.2.1    The Agent and each Obligor acknowledge that each Funding Rate 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 for any unlawful purpose.          38.2.2    The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the                   relevant Lender:                                                                                                              99  





 






                                                                                                                               of  the  circumstances  of  any  disclosure  made  pursuant  to  clause  38.1.3(ii)  of  clause  38.1                 (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                   (upon becoming aware that any information has been disclosed in breach of this clause 38.   38.3   No Event of Default          No Event of Default will occur under clause 23.3 (Other obligations ) by reason only of an Obligor's failure to         comply with this clause 38.   39     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.   40     GOVERNING LAW          This Agreement and any non-contractual obligations arising out of or in connection with it are governed by         the laws of Northern Ireland.   41     ENFORCEMENT   41.1   Jurisdiction          41.1.1    The courts of Northern Ireland have exclusive jurisdiction to settle any dispute arising out of or in                   connection with this Agreement (including a dispute relating to the existence, validity or termination                   of  this  Agreement  or  any  non-contractual  obligation  arising  out  of  or  in  connection  with  this                   Agreement) (a Dispute ).          41.1.2    The Parties agree that the courts of Northern Ireland are the most appropriate and convenient                   courts to settle Disputes and accordingly no Party will argue to the contrary.          41.1.3    Notwithstanding  clause  41.1.1  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.   41.2   Service of process          Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an         Obligor incorporated in Northern Ireland):          41.2.1    irrevocably appoints the Parent as its agent for service of process in relation to any proceedings                   before the courts of Northern Ireland in connection with any Finance Document; and          41.2.2    agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate                   the proceedings concerned.   This Agreement has been entered into on the date stated at the beginning of this Agreement.                                                                                                                100  





 






                                                                                                                                                           SCHEDULE 1                                               THE ORIGINAL PARTIES                                                    Part 1                                             The Original Obligors                        Name of Original Borrower                      Jurisdiction of              Registration number                                                 incorporation               (or equivalent, if any)   Moy Park Limited                              Northern Ireland                   NI004842   Moy Park (NewCo) Limited                      Northern Ireland                   NI624578   Moy Park (Bondco) plc                         Northern Ireland                   NI624604   Kitchen Range Foods Limited                      England                         01004539                        Name of Original Guarantor                     Jurisdiction of              Registration number                                                 incorporation               (or equivalent, if any)   Moy Park Holdings (Europe) Limited            Northern Ireland                   NI070325   Moy Park Limited                              Northern Ireland                   NI004842   Moy Park (NewCo) Limited                      Northern Ireland                   NI624578   Moy Park (Bondco) plc                         Northern Ireland                   NI624604   Kitchen Range Foods Limited                      England                         01004539                                                                                                                                                                                                                                                                                                                                                             101  





 






                                                                                                                                                              Part 2                                                French Companies                        Name of Additional Guarantor          Jurisdiction of incorporation           Registration number                                                                                (or equivalent, if any)   Moy Park Beef Orleans SARL                      France                     343 206 389 RCS Orleans   Moy Park France Holdco SARL                     France                     428 679 278 RCS Orleans   Moy Park France SAS                             France                       444 575 120 RCS Arras                                                                                                                                                                                           Part 3                                              The Original Lenders                             Name of Original Lender                  Commitment                 Treaty Passport scheme reference                                                                            number and jurisdiction of tax                                                                                     residence                                                                                    (if applicable)   The Governor and Company of the            £70,000,000.000             DTTP No: 12/G/57971/DTTP  Bank of Ireland                                                        Jurisdiction of tax residence: Ireland    Barclays Bank PLC                          £30,000,000.000                                                                                                                                  102  





 






                                                                                                                                                               SCHEDULE 2                                           CONDITIONS PRECEDENT                                                      Part 1                                     Conditions Precedent To  Initial Utilisation   1      ORIGINAL OBLIGORS   1.1    A copy of the constitutional documents of each Original Obligor.   1.2    A copy of a resolution of the board of directors of each Original Obligor:          1.2.1     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;          1.2.2     authorising a specified person or persons to execute the Finance Documents to which it is a party                   on its behalf; and          1.2.3     authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and                   notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under                   or in connection with the Finance Documents to which it is a party.   1.3    A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.   1.4    A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor, approving         the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor         is a party.   1.5    A certificate of the Parent (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.   1.6    A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document         relating to it specified in this Schedule 2Part 1  is correct, complete and in full force and effect as at a date         no earlier than the date of this Agreement.   2      FINANCE DOCUMENTS   2.1    This Agreement executed by the members of the Group party to this Agreement.   2.2    The Fee Letter executed by the Parent.   2.3    A  Subordination  Deed  in  respect  of  the  Existing  Shareholder  (Subordinated)  Loan  and  the  Existing         Shareholder (Equity) Loan.   3      LEGAL OPINIONS   3.1    A  legal  opinion  of  A&L  Goodbody,  legal  advisers  to  the  Arranger  and  the  Agent  in  Northern  Ireland,         substantially in the form distributed to the Original Lenders prior to signing this Agreement.   3.2    A legal opinion of A&L Goodbody, legal advisers to the Arranger and the Agent in England, substantially in         the form distributed to the Original Lenders prior to signing this Agreement.   4      OTHER DOCUMENTS AND EVIDENCE   4.1    Evidence that any process agent referred to in clause 41.2 (Service of process ), if not an Original Obligor,         has accepted its appointment.                                                                                                            103  





 






                                                                                                               4.2    A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be         necessary  or  desirable  (if  it  has  notified  the  Parent  accordingly)  in  connection  with  the  entry  into  and         performance of the transactions contemplated by any Finance Document or for the validity and enforceability         of any Finance Document.   4.3    The Original Financial Statements of the Parent.   4.4    The Budget.   4.5    Evidence that the fees, costs and expenses then due from the Parent pursuant to clause 12 (Fees ) and         clause 17 (Costs and expenses ) have been paid or will be paid by the first Utilisation Date.   4.6    A certificate of the Parent addressed to the Finance Parties (A) confirming which companies within the Group         are  Material  Companies  and  that  the  aggregate  of  earnings  before  interest,  tax,  depreciation  and         amortisation  (calculated  on  the  same  basis  as  EBITDA)  and  the  aggregate  gross  assets  of  the  Original         Guarantors  (calculated  on  a  consolidated  basis  and excluding  all  intra-Group  items  and  investments  in         Subsidiaries of any member of the Group) exceeds 85% of EBITDA and the consolidated gross assets of         the Group; and (B) demonstrating that Leverage is less than 1.5x on the date of the Agreement.   4.7    Evidence  that  any  existing  Financial  Indebtedness  of  the  Group  (other  than  any  Permitted  Financial         Indebtedness) has been repaid and cancelled including, without limitation the financing agreement between         Barclays Bank PLC and Moy Park Limited dated 8 March  2013 (as amended from time to time).   4.8    Clear and explained searches against each Original Obligor.   4.9    The Group Structure Chart which shows the Group at the date of this Agreement, certified by a director of         the Parent.   4.10   Deeds of Release in relation to all security granted by any Obligor in favour of Barclays Bank PLC.                                                                                                                                                                    104  





 






                                                                                                                                                                  Part 2                                        Conditions Precedent required to be                                       delivered by an Additional Obligor   1      An Accession Letter, duly executed by the Additional Obligor and the Parent.   2      A copy of the constitutional documents of the Additional Obligor.   3      A copy of a resolution of the board of directors of the Additional Obligor:   3.1    approving  the  terms  of,  and  the  transactions  contemplated  by,  the  Accession  Letter  and  the  Finance         Documents and resolving that it execute the Accession Letter;   3.2    authorising a specified person or persons to execute the Accession Letter on its behalf; and   3.3    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      A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.   5      A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving         the  terms  of,  and  the  transactions  contemplated  by,  the  Finance  Documents  to  which  the  Additional         Guarantor is a party.   6      A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as         appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on         it to be exceeded.   7      A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in         this Schedule 2Part 2  is correct, complete and in full force and effect as at a date no earlier than the date of         the Accession Letter.   8      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.   9      If available, the latest audited financial statements of the Additional Obligor.   10     If the Additional Obligor is incorporated in a jurisdiction other than Northern Ireland, a legal opinion of the         legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated.   11     If the proposed Additional Obligor is incorporated in a jurisdiction other than Northern Ireland, evidence that         the  process  agent  specified  in  clause  41.2  (Service  of  process ),  if  not  an  Obligor,  has  accepted  its         appointment in relation to the proposed Additional Obligor.                                                                                                                                                                                                                                          105  





 






                                                                                                                                                           EXECUTION PAGES    THE BORROWERS                                                                                                                                                                                                                                        SIGNED   for and on behalf of                                              MOY PARK LIMITED                                                           in the presence of:                                                                                                                                                                                                              /s/ Joy Rodgers                                                       /s/ Flavio Gomes Malnarcic     ___________________                                                   _______________________     (Witness’ Signature)                                                  (Signature)                                                                                Joy Rodgers                                                           Flavio Gomes Malnarcic     ___________________                                                   _______________________     (Witness’ Name)                                                       (Name of Signatory)                                                                                ___________________     (Witness’ Address)          ___________________     (Witness’ Occupation)                                                                                                                                                           106  





 






                                                                                                                                                                                                                                                                                                                                    SIGNED   for and on behalf of                                           MOY PARK (NEWCO) LIMITED                                                in the presence of:                                                                                                                                                                                                     /s/ Joy Rodgers                                                       /s/ Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Signature)                                                  (Signature)                                                                          Joy Rodgers                                                           Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Name)                                                       (Name of Signatory)                                                                          ___________________  (Witness’ Address)    ___________________  (Witness’ Occupation)                                                                                                                                      107  





 






                                                                                                                                                                                                                                                                                                                                    SIGNED   for and on behalf of                                           MOY PARK (BONDCO) PLC                                                   in the presence of:                                                                                                                                                                                                     /s/ Joy Rodgers                                                       /s/ Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Signature)                                                  (Signature)                                                                          Joy Rodgers                                                           Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Name)                                                       (Name of Signatory)                                                                          ___________________  (Witness’ Address)    ___________________  (Witness’ Occupation)                                                                                                                                      108  





 






                                                                                                                                                                                                                                                                                                                                                         SIGNED   for and on behalf of                                           KITCHEN RANGE FOODS LIMITED                                             in the presence of:                                                                                                                                                                                                     /s/ Joy Rodgers                                                       /s/ Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Signature)                                                  (Signature)                                                                          Joy Rodgers                                                           Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Name)                                                       (Name of Signatory)                                                                          ___________________  (Witness’ Address)    ___________________  (Witness’ Occupation)                                                                                                                                                                                                                                                                                                                                                     109  





 






                                                                                                                                                                                    THE GUARANTORS                                                                                                                                                                                                          SIGNED   for and on behalf of                                           MOY PARK HOLDINGS (EUROPE) LIMITED                                      in the presence of:                                                                                                                                                                                                     /s/ Joy Rodgers                                                       /s/ Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Signature)                                                  (Signature)                                                                          Joy Rodgers                                                           Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Name)                                                       (Name of Signatory)                                                                          ___________________  (Witness’ Address)    ___________________  (Witness’ Occupation)                                                                                                                                                                                              110  





 






                                                                                                                                                                                                                                                                                                                                                         SIGNED   for and on behalf of                                           MOY PARK LIMITED                                                        in the presence of:                                                                                                                                                                                                     /s/ Joy Rodgers                                                       /s/ Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Signature)                                                  (Signature)                                                                          Joy Rodgers                                                           Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Name)                                                       (Name of Signatory)                                                                          ___________________  (Witness’ Address)    ___________________  (Witness’ Occupation)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    111  





 






                                                                                                                                                                                                                                                                                                                                    SIGNED   for and on behalf of                                           MOY PARK (BONDCO) PLC                                                   in the presence of:                                                                                                                                                                                                     /s/ Joy Rodgers                                                       /s/ Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Signature)                                                  (Signature)                                                                          Joy Rodgers                                                           Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Name)                                                       (Name of Signatory)                                                                          ___________________  (Witness’ Address)    ___________________  (Witness’ Occupation)                                                                                                                                                                                                              112  





 






                                                                                                                                                                                                                                                                                                                                    SIGNED   for and on behalf of                                           MOY PARK (NEWCO) LIMITED                                                in the presence of:                                                                                                                                                                                                     /s/ Joy Rodgers                                                       /s/ Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Signature)                                                  (Signature)                                                                          Joy Rodgers                                                           Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Name)                                                       (Name of Signatory)                                                                          ___________________  (Witness’ Address)    ___________________  (Witness’ Occupation)                                                                                                                                      113  





 






                                                                                                                                                                                                                                                                                 SIGNED   for and on behalf of                                           KITCHEN RANGE FOODS LIMITED                                             in the presence of:                                                                                                                                                                                                     /s/ Joy Rodgers                                                         ___________________                                                     (Witness’ Signature)                                                                                                                          /s/ Flavio Gomes Malnarcic  Joy Rodgers                                                           _______________________  ___________________                                                   (Signature)  (Witness’ Name)                                                                                                                               Flavio Gomes Malnarcic  ___________________                                                   _______________________  (Witness’ Address)                                                    (Name of Signatory)                                                                          ___________________  (Witness’ Occupation)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     114  





 






                                                                                                                                                                             THE ORIGINAL LENDERS    SIGNED   by _/s/ Dale Guest________/s/ Paul Magee_________   for and on behalf of   THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND                   as Lender   in the presence of:      /s/ Stuart Gaffirin   Address:                 Stuart Gaffirin   Fax:   Attention:                                                                                                                                                115  





 






                                                                                                                       BARCLAYS BANK PLC    By:   /s/ Sam Crawford   Address:   Fax:   Information:                                                                                                                                                        116  





 






                                                                                                                       THE AGENT    SIGNED   by _/s/ Aidan Brosnen___________/s/ Emmo Smith______   for and on behalf of   THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND                   as Agent   in the presence of:   Address:   Fax:   Attention:                                                                                                                117