MOTION BONDCO DAC $410,000,000 6.625% Senior …...EXECUTION VERSION EU-DOCS\25771403.12 MOTION BONDCO DAC $410,000,000 6.625% Senior Notes due 2027 €370,000,000 4.500% Senior Notes

EXECUTION VERSION

EU-DOCS\25771403.12

MOTION BONDCO DAC

$410,000,000 6.625% Senior Notes due 2027

€370,000,000 4.500% Senior Notes due 2027

Purchase Agreement

October 16, 2019

To each of the several euro initial purchasers named in

Part A of Schedule I hereto (the “Euro Initial Purchasers”)

and each of the several U.S. dollar initial purchasers named in

Part B of Schedule I hereto (the “Dollar Initial Purchasers”

and, together with the Euro Initial Purchasers, the “Initial Purchasers”)

Ladies and Gentlemen:

Motion Bondco DAC, a designated activity company incorporated under the laws of

Ireland (the “Issuer”), proposes to issue and sell (the “Offering”) (i) to the Euro Initial

Purchasers, for whom Deutsche Bank AG, London Branch and Merrill Lynch International are

acting as euro representatives (the “Euro Representatives”), €370 million in aggregate principal

amount of its 4.500% Senior Notes due 2027 (the “Euro Notes”) and (ii) to the Dollar Initial

Purchasers, for whom Deutsche Bank AG, London Branch is acting as dollar representative

(the “Dollar Representative” and, together with the Euro Representatives, the

“Representatives”), $410 million in aggregate principal amount of its 6.625% Senior Notes due

2027 (the “Dollar Notes” and, together with the Euro Notes, the “Notes”).

The Notes will be issued pursuant to the provisions of an indenture to be dated on or

about November 4, 2019 (the “Indenture”), among, inter alios, the Issuer, the Issue Date

Guarantors (as defined below), Deutsche Bank Trust Company Americas, as Dollar paying

agent, Deutsche Bank AG, London Branch, as Euro paying agent, Deutsche Bank Trust

Company Americas, as registrar and transfer Agent and Deutsche Trustee Company Limited,

as trustee (the “Trustee”).

The Notes are being offered in connection with the proposed acquisition by Motion

Acquisition Limited (“Bidco”) pursuant to a recommended cash offer of the entire issued and

to be issued share capital of Merlin Entertainments plc (the “Target” and, together with its

subsidiaries, the “Target Group”) (other than the shares in the Target owned or controlled by

KIRKBI Invest A/S and its subsidiary undertakings (collectively, “KIRKBI”)) (the

“Acquisition” and the date on which the Acquisition is consummated, the “Acquisition

Completion Date”). Bidco is a newly incorporated company, controlled by, KIRKBI, any

investment fund, co-investment vehicles and/or other similar vehicles or accounts, in each case,

managed or advised by The Blackstone Group Inc., Blackstone Core Equity Advisors L.L.C.

or one or more of their affiliates, or any of their respective successors (collectively,

“Blackstone”) and Canada Pension Plan Investment Board and/or its affiliates (“CPPIB” and

together with Blackstone and KIRKBI, the “Consortium”). Bidco will fund the purchase price

for the Acquisition with a combination of (i) drawings under the Senior Facilities (as defined

below), (ii) equity contributions and/or shareholder loans from the Consortium (the “Equity

Contribution”); and (iii) the proceeds of the Notes.

Pending consummation of the Acquisition, the Initial Purchasers will, concurrently with

the issuance of the Notes on the Closing Date (as defined below), deposit the gross proceeds

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from the offering of the Dollar Notes into a dollar-denominated escrow account (the “Dollar

Escrow Account”) and the gross proceeds from the offering of the Euro Notes into a euro-

denominated escrow account (the “Euro Escrow Account” and together with the Dollar Escrow

Account, the “Escrow Accounts”). Each Escrow Account will be a segregated escrow account

held in the name of the Issuer but controlled by the applicable Escrow Agent (as defined

below), and pledged on a first-priority basis in favor of the Trustee on behalf of the holders of

the applicable series of Notes. The Escrow Accounts will be governed by an agreement to be

dated on or about the Closing Date (the “Escrow Agreement”) among the Issuer, the Trustee

and Deutsche Bank AG, London Branch, as escrow agent for the Euro Escrow Account (the

“Euro Escrow Agent”) and Deutsche Bank AG, London Branch, as escrow agent for the Dollar

Escrow Account (the “Dollar Escrow Agent”, together with the Euro Escrow Agent, the

“Escrow Agents”). The initial funds deposited in the Escrow Accounts, and all other funds,

securities, interest, dividends, distributions and other property and payments credited to the

Escrow Accounts (less any property and/or funds paid in accordance with the Escrow

Agreement) (the “Escrowed Property”) will be pledged on a first-priority basis in favor of the

Trustee on behalf of the holders of the Notes pursuant to account charges to be dated on or

about the Closing Date among the Issuer and the Trustee (each an “Escrow Charge”). The

release of the escrow proceeds will be subject to the satisfaction of certain conditions set forth

in the Escrow Agreement, including that the funds required to pay the consideration for the

Acquisition will be required promptly (and in any event within two Business Days) and the

conditions precedent under the Senior Facilities Agreement (as defined below) shall have been

satisfied or waived in all material respects. If the conditions to the release of the Escrowed

Property have not been satisfied on or prior to March 31, 2020 (the “Escrow Longstop Date”)

or upon the occurrence of certain other events, the Notes will be subject to a special mandatory

redemption (the “Special Mandatory Redemption”). The special mandatory redemption price

of the Notes will be equal to 100% of the initial issue price of the Notes, plus accrued and

unpaid interest and additional amounts, if any, from the Closing Date to, but excluding the date

of such Special Mandatory Redemption. Midco (as defined below) will commit, pursuant to an

escrow equity commitment to be delivered to the Issuer on or prior to the Closing Date, to

contribute an amount in cash that will provide the Issuer with the amounts required to effect a

Special Mandatory Redemption of the Notes, including the accrued and unpaid interest and

additional amounts, if any, payable to holders of the Notes from the Closing Date to, but

excluding, the date of such Special Mandatory Redemption (the “Escrow Equity

Commitment”).

On or about the date upon which the proceeds from the Offering are released from the

Escrow Accounts to the Issuer (or its designee) upon the satisfaction of certain conditions

described in the Escrow Agreements (the “Escrow Release Date”), the proceeds of the Offering

will be on-lent by the Issuer to Motion Midco Limited (formerly Berkeley Midco Limited)

(“Midco”) for further distribution to Bidco for use, together with amounts drawn under the

Senior Facilities and the Equity Contribution, to (i) acquire 100% of the share capital of the

Target (other than the shares of the Target owned or controlled by KIRKBI, which will be

transferred to Bidco upon the Acquisition becoming effective), (ii) refinance certain existing

net indebtedness of the Target (excluding the Target’s Senior Notes due 2026, for which the

Target has obtained the noteholders’ consent to amend the Existing 2026 Indenture with the

effect that the Acquisition would not result in a change of control repurchase event as defined

thereunder), (iii) fund cash to the balance sheet of the Target and (iv) pay the related fees and

expenses incurred in connection with the transactions.

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On the Closing Date (as defined below), the Notes will be guaranteed (i) (x) on a senior

basis by Midco (the “Parent Guarantor”) (the “Parent Guarantee”) and (y) on a senior

subordinated basis by Bidco, Motion Finco S.à r.l. (formerly known as Berkeley Finco S.à r.l.),

a private limited liability company (société à responsabilité limitée), having its registered office

at 2-4, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered

with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under

number B 234977 (“Lux Finco”), Motion Finco 2 S.à r.l. (formerly known as Berkeley Finco

2 S.à r.l.), a private limited liability company (société à responsabilité limitée), having its

registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of

Luxembourg and registered with the Luxembourg Register of Commerce and Companies

(R.C.S. Luxembourg) under number B 235038 (“Lux Finco 2”) and Motion Finco, LLC (“US

Co-Borrower”) (collectively, the “Issue Date Subsidiary Guarantors” and together with the

Parent Guarantor, the “Issue Date Guarantors”) (the “Issue Date Subsidiary Guarantees” and

together with the Parent Guarantee, the “Issue Date Guarantees”) and (ii) subject to the Agreed

Security Principles (as defined in the Senior Facilities Agreement), within 120 days from the

Acquisition Completion Date, and substantially simultaneously with the guarantees granted in

favor of obligations under the Senior Facilities Agreement (as defined below), by the

guarantors listed in Schedule II hereto (collectively, the “Post-Completion Guarantors” and

together with the Issue Date Guarantors, the “Guarantors”) (the “Post-Completion Guarantees”

and together with the Issue Date Guarantees, the “Guarantees”). The Guarantees together with

the Notes are hereinafter referred to as the “Securities”.

Each Post-Completion Guarantor will (i) execute and deliver to the Initial Purchasers

an accession agreement to this Agreement, substantially in the form of Annex C hereto as such

accession agreement may be amended to observe applicable execution formalities (an

“Accession Agreement”), to become a party hereto as provided in Section 25 hereof, (ii) enter

into one or more supplemental indentures with the Trustee (each, a “Supplemental Indenture”),

pursuant to which the Post-Completion Guarantors will guarantee the obligations of the Issuer

under the Notes and the Indenture on a senior subordinated basis, and (iii) accede to the

Intercreditor Agreement (as defined below), by executing and delivering an Intercreditor

Accession Deed (as defined below). The date on which each Accession Agreement,

Supplemental Indenture and Intercreditor Accession Deed is executed shall be an “Accession

Date”. Upon the accession of each Post-Completion Guarantor to this Agreement, the term

“Guarantors” used herein shall include such Post-Completion Guarantor and, upon the

execution of each Supplemental Indenture, the term “Guarantees” used herein shall include the

applicable Post-Completion Guarantees granted thereunder.

On the Closing Date, to secure the obligations under the Indenture, the Notes and the

Guarantees, as granted from time to time, the Issuer, among others, will enter into the security

documents, including the Escrow Charge, set forth in Schedule III hereto (each, a “Security

Document”) providing the collateral set forth therein (the “Collateral”). Upon the release of

the Escrowed Property on the Escrow Release Date, the Escrow Charge will be released.

In connection with the Acquisition, Bidco proposes to enter into a new senior secured

credit facilities agreement (the “Senior Facilities Agreement”), dated on or about the Closing

Date, amongst, inter alios, Bidco, as the company, Bank of America Merrill Lynch

International Designated Activity Company, Bank of America N.A., London Branch, Deutsche

Bank AG, London Branch, Barclays Bank PLC, HSBC Bank plc, Mizuho Bank, Ltd. and

UniCredit Bank AG, London Branch as arrangers and bookrunners and Bank of America

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Merrill Lynch International Designated Activity Company as agent and Deutsche Bank AG,

London Branch as security agent (the “Security Agent”). The Senior Facilities Agreement

provides for term loan facilities in an aggregate principal amount of £2,177 (equivalent) million

and a revolving credit facility in an initial principal amount of £400 million (the “Senior

Facilities”). Each of the Indenture, the Securities and the Security Documents will be subject

to certain restrictions provided in an intercreditor agreement entered into by and among, inter

alios, the Issuer, Bidco, Lux Finco, Lux Finco 2, the Trustee, the Security Agent, the facility

agent and the security agent under the Senior Facilities Agreement and certain lenders and

arrangers under the Senior Facilities Agreement (the “Intercreditor Agreement”). The Post-

Completion Guarantors will enter into one or more accession deeds (each, an “Intercreditor

Accession Deed”) to accede to the Intercreditor Agreement before, or concurrently with, their

accession to this Agreement and their execution of the Supplemental Indentures.

This Agreement, each Accession Agreement, the Indenture, each Supplemental

Indenture, the Securities, the Security Documents, the Escrow Agreement, the Escrow Equity

Commitment, the Intercreditor Agreement and each Intercreditor Accession Deed are

hereinafter collectively referred to as the “Transaction Documents”.

The sale of the Securities to the Initial Purchasers will be made without registration of

the Notes under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance

upon exemptions therefrom.

In connection with the sale of the Notes, the Issuer has prepared a preliminary offering

memorandum dated October 7, 2019 (the “Preliminary Offering Memorandum”), and will

prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting

forth information concerning the Issuer, the Target Group, the Notes and the Guarantees.

Copies of the Preliminary Offering Memorandum have been, and copies of the Offering

Memorandum will be, delivered by the Issuer to the Initial Purchasers pursuant to the terms of

this Purchase Agreement (the “Agreement”). The Issuer and the Issue Date Guarantors hereby

confirm that they have authorized the use of the Preliminary Offering Memorandum, the other

Time of Sale Information (as defined below) and the Offering Memorandum in connection

with the offering and resale of the Notes by the Initial Purchasers in the manner contemplated

by this Agreement.

At or prior to the time when sales of the Notes were first made (the “Time of Sale”),

the following information shall have been prepared (collectively, the “Time of Sale

Information”): the Preliminary Offering Memorandum, as supplemented and amended by

(i) the written communications listed in Annex A hereto; and (ii) the pricing term sheet and

any applicable amendment or supplement to the Preliminary Offering Memorandum included

in Annex B hereto.

Capitalized terms used but not defined herein shall have the meanings given to them in

the Offering Memorandum.

The Issuer and each of the Issue Date Guarantors as of the date hereof, and each of the

Post-Completion Guarantors, upon accession to this Agreement, jointly and severally, hereby

agrees with the several Initial Purchasers concerning the purchase and resale of the Notes, as

follows:

1. Purchase and Resale of the Notes.

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(a) On the basis of the representations, warranties and agreements set forth herein

and subject to the conditions set forth herein, the Issuer agrees (i) to issue and sell to each Euro

Initial Purchaser, severally and not jointly, and each Euro Initial Purchaser, upon the basis of

the representations, warranties and agreements set forth herein and subject to the conditions set

forth herein, agrees to purchase, severally and not jointly, the aggregate principal amount of

Euro Notes from the Issuer as set forth opposite such Euro Initial Purchaser’s name in Part A

of Schedule I hereto at a price equal to 100.00% of the principal amount of the Euro Notes, less

an initial purchasers’ discount equal in the aggregate to 2.00% of the gross proceeds of the

offering of the Euro Notes (which shall be applied to each Euro Initial Purchaser according to

the percentage of such Euro Initial Purchaser’s allocation out of the total in Part A of Schedule I

hereto), and (ii) to issue and sell to each Dollar Initial Purchaser, severally and not jointly, and

each Dollar Initial Purchaser, upon the basis of the representations, warranties and agreements

set forth herein and subject to the conditions set forth herein, agrees to purchase, severally and

not jointly, the aggregate principal amount of Dollar Notes from the Issuer as set forth opposite

such Dollar Initial Purchaser’s name in Part B of Schedule I hereto at a price equal to 100.00%

of the principal amount of the Dollar Notes, less an initial purchasers’ discount equal in the

aggregate to 2.00% of the gross proceeds of the offering of the Dollar Notes (which shall be

applied to each Dollar Initial Purchaser according to the percentage of such Dollar Initial

Purchaser’s allocation out of the total in Part B of Schedule I hereto). The Issuer will not be

obligated to deliver the Notes except upon payment for all the Notes to be purchased as

provided herein.

(b) The Issuer and the Guarantors understand that the Initial Purchasers intend to

offer the Notes for resale upon the terms set forth in the Time of Sale Information. Each Initial

Purchaser, severally and not jointly, hereby makes to the Issuer the following representations

and agreements:

(i) it is an “accredited investor” within the meaning of Rule 501(a) of

Regulation D under the Securities Act (“Regulation D”); and

(ii) (A) it will not solicit offers for, or offer to sell, the Notes by any form of

general solicitation or general advertising (as those terms are used in Rule 502(c) of

Regulation D) or in any manner involving a public offering within the meaning of

Section 4(a)(2) of the Securities Act; and (B), as part of the initial offering, it will solicit

offers for the Notes only from, and will offer the Notes only to, persons whom it

reasonably believes to be, (x) in the case of offers of the Notes inside the United States,

“qualified institutional buyers” within the meaning of Rule 144A under the Securities

Act, and (y) in the case of offers of the Notes outside the United States, persons other

than U.S. persons (as defined in Rule 902 under the Securities Act) that, in each case,

in purchasing the Notes are deemed to have represented and agreed as provided in the

Offering Memorandum.

With respect to offers and sales outside the United States, as described in

Section 1(b)(ii)(B)(y) above, each Initial Purchaser, severally and not jointly, hereby represents

and agrees with the Issuer and the Guarantors that:

(iii) it will comply with all applicable laws and regulations in each

jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession

or distributes the Offering Memorandum;

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(iv) it understands that the Notes have not been and will not be registered

under the Securities Act, and may not be offered and sold within the United States or

to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any

time or (ii) otherwise until 40 days after the later of the commencement of the offering

of the Notes and the date of original issuance of the Notes, except in either case in

accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A

or any other available exemption from registration under the Securities Act;

(v) it has not offered the Notes and will not offer and sell the Notes (a) as

part of its distribution at any time and (b) otherwise prior to 40 days after the later of

the commencement of the offering and the Closing Date, in either case except in

accordance with Rule 903 of Regulation S (or Rule 144A, if available). Accordingly,

neither such Initial Purchaser, nor any of its affiliates, nor any persons acting on its

behalf has engaged or will engage in any directed selling efforts (within the meaning of

Regulation S) with respect to the Notes, and such Initial Purchaser, its affiliates and any

such persons have complied and will comply with the offering restrictions requirement

of Regulation S; and

(vi) it agrees that, at or prior to confirmation of sales of the Notes sold in

reliance on Regulation S, it will have sent to each distributor, dealer or person receiving

a selling concession, fee or other remuneration that purchases Notes from it during the

restricted period a confirmation or notice to substantially the following effect:

“The Notes covered hereby have not been registered under the U.S. Securities Act of

1933, as amended (the “Securities Act”), and may not be offered and sold within the

United States or to, or for the account or benefit of, U.S. persons (i) as part of their

distribution at any time or (ii) otherwise until 40 days after the later of the

commencement of the offering of the Notes and the date of original issuance of the

Notes, except in either case in accordance with Regulation S or Rule 144A or any other

available exemption from registration under the Securities Act. Terms used above have

the meanings given to them by Regulation S.”

Terms used in this Section 1(b) and not otherwise defined in this Agreement have the

meanings given to them by Regulation S.

(c) Each Initial Purchaser acknowledges and agrees that the Issuer and the

Guarantors and, for the purposes of the opinions to be delivered to the Initial Purchasers

pursuant to Sections 5(e), 5(f), 5(g), 5(h), 5(j), (5)(k) and 5(l), counsel for the Issuer and the

Guarantors and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of

the representations and warranties of the Initial Purchasers, and compliance by the Initial

Purchasers with their agreements, contained in paragraph (b) above, and each Initial Purchaser

hereby consents to such reliance.

(d) The Issuer and the Guarantors acknowledge and agree that the Initial Purchasers

may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such

affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser;

provided that such offers and sales shall be made in accordance with the provisions of this

Agreement.

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(e) Each of the Issuer and the Guarantors acknowledges and agrees that each

Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to

each of the Issuer and the Guarantors with respect to the offering of Securities contemplated

hereby (including in connection with determining the terms of the offering) and not as a

financial advisor or fiduciary to, or agent (except as otherwise provided for in the solicitation

agency agreement dated September 11, 2019, entered into in connection with the solicitation

of consents from noteholders of the Target’s Senior Notes due 2026) of, the Issuer, the

Guarantors or any of their respective affiliates. Additionally, the Initial Purchasers are not

advising the Issuer, the Guarantors or any of their respective subsidiaries or any other person

as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer

and the Guarantors shall consult with their own advisors concerning such matters and shall be

responsible for making their own independent investigation and appraisal of the transactions

contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the

Issuer or the Guarantors with respect thereto. Any review by an Initial Purchaser of the Issuer,

the Guarantors or any of their respective subsidiaries and the transactions contemplated hereby

or other matters relating to such transactions will be performed solely for the benefit of such

Initial Purchaser and shall not be on behalf of the Issuer, the Guarantors or any of their

respective subsidiaries or any other person. Furthermore, the Initial Purchasers may have

interests that differ from those of the Issuer, the Guarantors or any of their respective

subsidiaries. Each of the Issuer and the Guarantors hereby waives, to the fullest extent

permitted by law, any claims it may have based on any actual or potential conflicts of interest

that may arise or result from any Initial Purchaser’s engagement, the transactions contemplated

hereby or any claims it may have against such Initial Purchaser for breach of fiduciary duty or

alleged breach of fiduciary duty, and agrees that no Initial Purchaser shall have any liability

(whether direct or indirect) to the Issuer, any Guarantor or any other person in respect of such

a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right

of the Issuer or any Guarantor, including any of the Issuer’s or any Guarantor’s respective

employees or creditors.

(f) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees

that:

(i) it has only communicated or caused to be communicated and will only

communicate or cause to be communicated any invitation or inducement to engage in

investment activity (within the meaning of Section 21 of the Financial Services and

Markets Act 2000, including any supplements and amendments thereto (the “FSMA”))

received by it in connection with the issue or sale of any Notes in circumstances in

which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantors;

(ii) it has complied and will comply with all applicable provisions of the

FSMA with respect to anything done by it in relation to the Notes in, from or otherwise

involving the United Kingdom; and

(iii) in relation to each Member State of the European Economic Area (each,

a “Member State”), it has not made and will not make an offer to the public of any

Notes in any Member State, unless these offers are made to any legal entity which is a

qualified investor as defined in the Prospectus Regulation and a non-retail investor as

defined in the PRIIPs Regulation. For the purposes of this provision, the expression an

“offer to the public” in relation to any securities in any Member State means the

communication in any form and by any means of sufficient information on the terms of

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the offer and any securities to be offered so as to enable an investor to decide to

purchase any securities, and the expression “Prospectus Regulation” means Regulation

(EU) 2017/1129, and the expression “PRIIPs Regulation” means Regulation (EU)

1286/2014 (as amended), and includes any relevant implementing measure in the

Member State.

2. Payment and Delivery.

(a) The closing of the purchase of the Notes by the several Initial Purchasers will

occur at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF,

at 9:00 A.M., London time on November 4, 2019, or at such other time or place on the same

or such other date, as the Representatives and the Issuer may agree upon in writing. The time

and date of such payment and delivery is referred to herein as the “Closing Date.”

(b) The Euro Notes sold within the United States to “qualified institutional buyers”

within the meaning of Rule 144A under the Securities Act in reliance on Rule 144A under the

Securities Act will be represented by one or more global notes in registered form without

interest coupons attached (the “144A Global Euro Note”). The Euro Notes sold to non-U.S.

persons outside the United States in reliance on Regulation S will be represented by one or

more global notes in registered form without interest coupons attached (the “Regulation S

Global Euro Note” and, together with the 144A Global Euro Notes, the “Global Euro Notes”).

The Dollar Notes sold within the United States to “qualified institutional buyers” within the

meaning of Rule 144A under the Securities Act in reliance on Rule 144A under the Securities

Act will be represented by one or more global notes in registered form without interest coupons

attached (the “144A Global Dollar Note”). The Dollar Notes sold to non-U.S. persons outside

the United States in reliance on Regulation S will be represented by one or more global notes

in registered form without interest coupons attached (the “Regulation S Global Dollar Note”

and, together with the 144A Global Dollar Notes, the “Global Dollar Notes”). The Global Euro

Notes and the Global Dollar Notes are collectively referred to herein as the “Global Notes”.

The Global Notes shall be made available for examination by the Initial Purchasers at the

offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF on the

Business Day prior to the Closing Date.

(c) Payment for the Dollar Notes shall be made by wire transfer from the Dollar

Representative on behalf of the Dollar Initial Purchasers in immediately available funds in

dollars, to the Dollar Escrow Account. Payment for the Euro Notes shall be made by wire

transfer from the Euro Representatives on behalf of the Euro Initial Purchasers in immediately

available funds in euro, to the Euro Escrow Account. On the Escrow Release Date, in

accordance with the Escrow Agreement, the Escrow Agent shall release the amounts in each

Escrow Account in the following order of priority: in payment of the Dollar Fees and the Euro

Fees (each as defined in Schedule I hereto) to the Representatives, to be distributed among the

Initial Purchasers in proportion to the respective amounts of their commitments to purchase the

respective series of Notes set forth in Schedule I hereto, and in payment to the Issuer or to such

account as may be designated by the Issuer.

(d) The Global Dollar Notes shall be made available through the facilities of the

Depositary Trust Company (“DTC”) and the Global Euro Notes shall be made available

through the facilities of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking,

S.A. (“Clearstream”).

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3. Representations and Warranties of the Issuer and the Guarantors. (i) The Issuer

and the Issue Date Guarantors, and insofar as the Issuer and the Issue Date Guarantors are

providing representations and warranties with respect to the Target, the Target Group and/or

the Post-Completion Guarantors, to the knowledge of the Issuer and the Issue Date Guarantors

after due inquiry, and (ii) the Target and each other Post-Completion Guarantor upon its

accession to this Agreement pursuant to Section 25 hereof, in each case jointly and severally

represent and warrant to and agree with each Initial Purchaser as of the date hereof and as of

the Closing Date (unless another time is expressly specified below), as set forth below:

(a) The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale

Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering

Memorandum, as of its date and as of the Closing Date, will not, contain any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements

contained therein, in the light of the circumstances under which they were made, not

misleading; provided, however, that the Issuer and the Guarantors make no representation or

warranty with respect to any statements or omissions made in reliance upon and in conformity

with information relating to any Initial Purchaser furnished to the Issuer in writing by or on

behalf of such Initial Purchaser through the Representatives expressly for use in the Preliminary

Offering Memorandum, the Time of Sale Information or the Offering Memorandum (which

information consists solely of the information described in Section 13(a) hereof).

(b) The Issuer and the Guarantors (including their agents and representatives, other

than the Initial Purchasers, as to whom the Issuer and the Guarantors make no representation)

have not prepared, made, used, authorized, approved or referred to and will not prepare, make,

use, authorize, approve or refer to any written communication that constitutes an offer to sell

or a solicitation of an offer to buy the Securities (each such communication by the Issuer, the

Guarantors or their agents and representatives (other than a communication referred to in

clauses (i), (ii) and (iii) below), an “Issuer Written Communication”) other than (i) the

Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the other Time of

Sale Information, and (iv) any other written communication (including, without limitation, any

written communication used in connection with any road show or electronic road show), in

each case used in accordance with Section 4(d) hereof.

(c) When taken together with the Time of Sale Information, each Issuer Written

Communication did not, and at the Closing Date will not, contain any untrue statement of a

material fact or omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading; provided that

the Issuer and the Guarantors make no representation and warranty with respect to any

statements or omissions made in each such Issuer Written Communication in reliance upon and

in conformity with information relating to any Initial Purchaser furnished to the Issuer or the

Guarantors in writing by or on behalf of such Initial Purchaser through the Representatives

expressly for use in any Issuer Written Communication (which information consists solely of

the information described in Section 13(a) hereof).

(d) Since the date of the most recent consolidated financial statements of the Target

Group included in each of the Time of Sale Information and the Offering Memorandum, in the

case of the Target and the other Post-Completion Guarantors, and since their respective dates

of incorporation, in the case of the Issuer and the Issue Date Guarantors, there has not been any

material adverse change, or any development which would reasonably be expected to result in

a material adverse change, in or affecting the business, senior management, financial position,

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shareholders’ equity, results of operations or prospects of the Issuer or the Issue Date

Guarantors or the Target Group, taken as a whole (a “Material Adverse Effect”), except in each

case as otherwise disclosed in each of the Time of Sale Information and the Offering

Memorandum.

(e) The industry, statistical and market-related data included in the Time of Sale

Information and the Offering Memorandum are based on or derived from sources (including

those described in each of the Time of Sale Information and the Offering Memorandum under

the heading “Industry Overview—Competitive Landscape”) which the Issuer and the

Guarantors believe to be reliable and accurate in all material respects.

(f) Each of the Issuer and the Issue Date Guarantors has been duly incorporated or

organized, as the case may be, and is validly existing under the laws of its respective

jurisdiction of organization, with power and authority (corporate and other) to own, lease and

operate its properties and conduct its business as described in each of the Time of Sale

Information and the Offering Memorandum, and has been duly qualified and, if applicable, is

in good standing, under the laws of each other jurisdiction in which it owns, leases or operates

properties or conducts any business, other than where the failure to be so qualified or in good

standing would not reasonably be expected to have a Material Adverse Effect.

(g) The Target has been duly incorporated and is validly existing as a public limited

company under the laws of England and Wales, with registration number 08700412, and with

power and authority to own, lease and operate its properties and conduct its business as

described in each of the Time of Sale Information and the Offering Memorandum, and has

been duly qualified and, if applicable, is in good standing, under the laws of each other

jurisdiction in which it owns, leases or operates properties or conducts any business, other than

where the failure to be so qualified or in good standing would not, singly or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

(h) Each of the Issuer and the Guarantors has been duly incorporated or organized,

as the case may be, and is validly existing under the laws of its jurisdiction of organization,

with power and authority (corporate and other) to own, lease and operate its properties and

conduct its business as described in each of the Time of Sale Information and the Offering

Memorandum, and has been duly qualified and, if applicable, is in good standing, under the

laws of each other jurisdiction in which it owns, leases or operates properties or conducts any

business, so as to require such qualification, other than where the failure to be so qualified or

in good standing would not reasonably be expected to have a Material Adverse Effect. None

of the Issuer, the Issue Date Guarantors, or any entity within the Target Group is in bankruptcy,

liquidation or receivership or examinership or subject to any similar proceeding, other than,

with respect to any subsidiary, proceedings which would not reasonably be expected to have a

Material Adverse Effect.

(i) Each of the Issuer and the Target has an authorized capitalization as set forth in

the Time of Sale Information and the Offering Memorandum under the heading

“Capitalisation”; the outstanding share capital of each of the Issuer, the Guarantors and the

Target has been duly authorized and is validly issued, fully paid and non-assessable; and the

outstanding share capital or other equity interests held by each of the Issuer, the Guarantors

and the Target and their wholly-owned subsidiaries, in each case, is duly authorized, validly

issued, fully-paid and non-assessable, and except for any directors’ qualifying shares and

except as disclosed in each of the Time of Sale Information and the Offering Memorandum, is

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owned by the Issuer or the Guarantors, as applicable, directly or indirectly, free and clear of all

material liens, encumbrances, security interests, charges, restrictions on voting or transfer and

claims other than liens, encumbrances, security interests, charges, restrictions on voting or

transfer and claims created pursuant to or permitted by the indebtedness disclosed in each of

the Time of Sale Information and the Offering Memorandum under the headings “Description

of Certain Financing Arrangements” or “Capitalisation.”

(j) This Agreement has been duly authorized, executed and delivered by the Issuer

and each of the Issue Date Guarantors and constitutes a legal, valid and binding instrument

enforceable against the Issuer and each of the Issue Date Guarantors in accordance with its

terms subject, as to enforcement, to bankruptcy, fraudulent conveyance, insolvency,

examinership, reorganization, moratorium, financial assistance and other laws of general

applicability relating to or affecting creditors’ rights and to general equity principles (whether

considered in a proceeding in equity or law) and the discretion of the court before which any

proceeding may be brought and except as may be limited by means of public policy related to

enforceability (collectively, the “Enforceability Exceptions”). On each Accession Date in

respect of the relevant Post-Completion Guarantor, the Accession Agreement of such Post-

Completion Guarantor will have been duly authorized, executed and delivered by such Post-

Completion Guarantor and will constitute a legal, valid and binding instrument enforceable

against such Post-Completion Guarantor in accordance with its terms, subject, as to

enforcement, to the Enforceability Exceptions.

(k) The Issuer and each of the Guarantors, as applicable, have or at each relevant

time will have full right, power and authority to execute and deliver the Transaction Documents

to which it is a party and to perform their respective obligations hereunder and thereunder; and

all action (corporate or other) required to be taken by the Issuer and each such Guarantor, as

applicable, for the due and proper authorization, execution and delivery of each of the

Transaction Documents to which it is a party and the consummation of the transactions

contemplated thereby at each relevant time will have been or has been duly and validly taken,

when duly executed and delivered in accordance with its terms by each of the other parties

thereto, and each Transaction Document, other than those explicitly addressed below in this

Section 3, will constitute a valid and binding agreement enforceable against the Issuer and the

Guarantors, in each case, as applicable in accordance with their terms, subject, as to

enforcement, to the Enforceability Exceptions.

(l) The Indenture will be duly authorized on or prior to the Closing Date by the Issuer

and each of the Issue Date Guarantors and, when duly executed and delivered in accordance

with its terms by each of the parties thereto, will constitute a valid and legally binding

agreement of the Issuer and each of the Issue Date Guarantors, enforceable against the Issuer

and each of the Issue Date Guarantors in accordance with its terms, subject, as to enforcement,

to the Enforceability Exceptions. On each Accession Date in respect of the relevant Post-

Completion Guarantor, the Supplemental Indenture in respect of such Post-Completion

Guarantor will be substantially in the form contemplated by the Indenture and will have been

duly authorized by the Issuer and such Post-Completion Guarantor and, when duly executed

and delivered in accordance with its terms by such Post-Completion Guarantor and the other

parties thereto, will constitute valid and legally binding obligations of such Post-Completion

Guarantor, enforceable against the Issuer and such Post-Completion Guarantor in accordance

with its terms, subject, as to enforcement, to the Enforceability Exceptions.

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(m) The Issue Date Guarantees will be prior to the Closing Date, duly authorized by

each of the Issue Date Guarantors and, when the Notes have been duly executed, authenticated,

issued and delivered as provided in the Indenture and paid for as provided herein, will constitute

a valid and legally binding obligation of each Issue Date Guarantor, enforceable against such

Issue Date Guarantor in accordance with its terms, subject, as to enforcement, to the

Enforceability Exceptions. On each Accession Date in respect of the relevant Post-Completion

Guarantor, the Post-Completion Guarantees of such Post-Completion Guarantor will have been

duly authorized by such Post-Completion Guarantor and, upon due execution and delivery of

the relevant Supplemental Indenture, will constitute valid and legally binding obligations of

such Post-Completion Guarantor, enforceable against such Post-Completion Guarantor in

accordance with its terms, subject, as to enforcement, to the Enforceability Exceptions and

applicable limitations set forth in the Indenture, and will be entitled to the benefits of the

Indenture.

(n) On or prior to the Closing Date, the Intercreditor Agreement will have been duly

authorized by the Issuer and each Issue Date Guarantor and, when executed and delivered by

the Issuer, each Issue Date Guarantor, the Trustee and the Security Agent and the other parties

thereto, the Intercreditor Agreement will constitute valid and legally binding obligations of the

Issuer and each Issue Date Guarantor, enforceable against each of them in accordance with its

terms, subject, as to enforcement, to the Agreed Security Principles and the Enforceability

Exceptions and applicable limitations set forth in the Indenture, and will be entitled to the

benefits of the Indenture. On each Accession Date in respect of the relevant Post-Completion

Guarantor, the Intercreditor Accession Deed of such Post-Completion Guarantor will have

been duly authorized by such Post-Completion Guarantor and, when duly and validly executed

and delivered by such Post-Completion Guarantor and the other parties thereto, will constitute

valid and legally binding obligations of such Post-Completion Guarantor, enforceable against

such Post-Completion Guarantor in accordance with its terms, subject, as to enforcement, to

the Agreed Security Principles and the Enforceability Exceptions.

(o) On or prior to the Closing Date, the Escrow Agreement will have been duly

authorized by the Issuer and, when executed and delivered by each of the parties thereto, will

constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in

accordance with its terms, subject, as to enforcement, to the Enforceability Exceptions. On or

prior to the Closing Date, the Escrow Equity Commitment will have been duly authorized by

the Issuer and, when executed and delivered by each of the parties thereto, will constitute valid

and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with

its terms, subject, as to enforcement, to the Enforceability Exceptions.

(p) Subject to paragraph (q) below, and subject to the limitations under the Agreed

Security Principles, as of the Closing Date, the applicable security provider under each Security

Document will have duly and validly authorized the Security Document to which it is a party

to be executed on such date, subject, as to enforcement, to the Enforceability Exceptions, the

obligations expressed to be assumed by such security provider under each Security Document

to which it is a party are legal, valid, binding and enforceable obligations of that party and each

Security Document creates the security interests which that Security Document purports to

create, and those security interests are valid and effective.

(q) Subject to the limitations under the Agreed Security Principles and as and to the

extent required by the terms of the Security Documents, all filings and other actions necessary

to perfect the security interest of the Security Agent, the Trustee and the holders of the Notes

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in the collateral to be created under the Security Documents will be duly made or taken on or

prior to the Closing Date or, in respect of any Irish law governed Security Documents, within

21 days of the Closing Date, and are or will be in full force and effect as of the date of

completion of such filings or other actions necessary to perfect such security interest, subject

to the terms of the Indenture and to the terms of the Security Documents.

(r) The Notes have been duly authorized by the Issuer and, when issued and

delivered pursuant to this Agreement and authenticated by the Trustee in accordance with the

Indenture, and when payment therefor is received, will be duly executed, authenticated, issued

and delivered and will constitute valid and binding obligations of the Issuer entitled to the

benefits provided by the Indenture, enforceable against the Issuer in accordance with their

terms, subject, as to enforcement, to the Enforceability Exceptions.

(s) None of the Issuer or the Guarantors is, or with the giving of notice or lapse of

time or both would be, in violation of or in default under, its respective memorandum and

articles of association (or the equivalent) or by-laws (or the equivalent) or any indenture,

mortgage, deed of trust, loan agreement or other agreement or instrument to which any of the

Issuer or the Guarantors is a party or by which any of them or any of their respective properties

is bound (including, for the avoidance of doubt, with respect to the Guarantors, the Target’s

existing senior notes indenture dated May 9, 2018, among, inter alios, the Target, as issuer,

and Deutsche Trustee Company Limited, as trustee (the “Existing 2026 Indenture”)), except,

in the case of any indenture, mortgage, deed of trust, loan agreement or other agreement, for

violations and defaults which would not have a Material Adverse Effect.

(t) The execution, delivery and performance of the Transaction Documents, the

preparation and distribution of the Time of Sale Information and the Offering Memorandum,

the execution, delivery and issuance of the Notes (including the Guarantees), the performance

by the Issuer and each of the Guarantors of their obligations hereunder and thereunder and the

consummation of the transactions contemplated hereby and thereby will not (i) conflict with or

violate the memorandum and articles of association (or the equivalent) or bylaws (or the

equivalent) of the Issuer, the Issue Date Guarantors and the Target Group, (ii) conflict with or

constitute a violation by the Issuer, the Issue Date Guarantors or the Target Group of any

applicable provision of any law, statute or regulation, except for such conflicts or violations

which would not have a Material Adverse Effect, or (iii) breach, or result in a default under

any agreement known to the executive officers of the Issuer, the Issue Date Guarantors, or the

Target Group to be material to the Issuer and the Target Group, respectively, taken as a whole,

except for conflicts or breaches which would not have a Material Adverse Effect (including,

for the avoidance of doubt, the Existing 2026 Indenture); and no consent, approval,

authorization, order, license, registration or qualification of or with any court or governmental

agency or regulatory authority or any stock exchange or body is required for the execution,

delivery and performance by the Issuer and each of the Guarantors of their respective

obligations under each of the Transaction Documents to which each is a party, the issuance and

sale of the Notes (including the Guarantees), and compliance by the Issuer and each of the

Guarantors, as applicable, with the terms thereof and the consummation of the transactions

contemplated by the Transaction Documents to which it is a party, except for such consents,

approvals, authorizations, orders, licenses, registrations or qualifications (i) as have been

obtained on or prior to the Closing Date, (ii) are disclosed in each of the Time of Sale

Information and the Offering Memorandum, (iii) as may be required under applicable securities

laws in connection with the purchase and distribution of the Notes by the Initial Purchasers in

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accordance with the selling restrictions contained in Section 1 of this Agreement and the rules

and regulations of the Official List of The International Stock Exchange (the “Exchange”) or

(iv) the failure to obtain any such consents, approvals, authorizations, orders, licenses,

registrations and/or qualifications which would not have a Material Adverse Effect.

(u) On and immediately after the Closing Date, the fair saleable value of the

consolidated assets of the Issuer and the Guarantors exceeds the amount that will be required

to be paid on or in respect of the existing debts and liabilities (including contingent liabilities)

of the Issuer and the Guarantors as they mature; the consolidated assets of the Issuer and the

Guarantors do not, and upon the issue and sale of the Notes will not, constitute unreasonably

small capital to carry out their respective businesses as conducted or as proposed to be

conducted, including the capital needs of the Issuer and the Guarantors, and projected capital

requirements of the business conducted by the Issuer and the Guarantors, and projected capital

requirements and capital availability thereof; the Issuer and the Guarantors do not intend to,

and do not believe that they will, incur debts or liabilities beyond their respective ability to pay

such debts and liabilities as they mature; upon the issue and sale of the Notes, the fair saleable

value of the assets of the Issuer and the Guarantors taken as a whole will exceed the amount

that will be required to be paid on or in respect of the existing debts and other liabilities

(including contingent liabilities) of the Issuer and the Guarantors, taken as a whole, as they

mature; and the Issuer and the Guarantors do not intend to incur debts beyond their respective

ability to pay such debts as they mature.

(v) There are no legal or governmental investigations of which the Issuer, the

Guarantors or the Target Group has received notice or proceedings pending against the Issuer,

the Issue Date Guarantors or the Target Group or any of their respective properties which,

individually or in the aggregate, if determined adversely to the Issuer, the Issue Date Guarantors

or the Target Group, would reasonably be expected to have a Material Adverse Effect; and to

the knowledge of, after due and careful inquiry by, the Issuer and the Guarantors, no such

investigations, actions, suits or proceedings are threatened or contemplated by any legal,

governmental authorities or threatened by others that, individually or in the aggregate, if

determined adversely to the Issuer, the Issue Date Guarantors or the Target Group would

reasonably be expected to have a Material Adverse Effect; and, other than as disclosed in each

of the Time of Sale Information and the Offering Memorandum, no action, proceeding,

litigation, arbitration or administrative proceeding (including governmental inquiries, whether

informal or formal) is current or pending or, so far as the Issuer and each of the Guarantors is

aware, threatened (i) to restrain entry into, exercise of its rights under and/or performance or

enforcement of or compliance with its obligations in connection with the Offering or (ii) which

would or might directly or indirectly restrict, prohibit, delay or otherwise adversely interfere

with the implementation of, or impose additional adverse conditions or obligations with respect

to, or otherwise challenge or hinder, the Offering.

(w) Other than as disclosed in each of the Time of Sale Information and the Offering

Memorandum, there are no court and administrative orders, writs, judgments and decrees

specifically directed to (i) the Issuer or the Guarantors, (ii) to the knowledge of the Issuer after

due inquiry, the Target Group; or (iii) to the Issuer’s and the Guarantors’ knowledge after due

inquiry, the Post-Completion Guarantors’ executive officers, in each case, as would be material

to the Issuer, the Guarantors or the Target Group taken as a whole.

(x) Each of the Issuer and the Guarantors have good and marketable title to, or have

valid rights to lease or otherwise use, all real property and good and marketable title to, or have

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valid rights to lease or otherwise use, all personal property that are material to the respective

businesses of the Issuer and the Guarantors, in each case free and clear of all liens,

encumbrances, claims and defects and imperfections of title, except such as are described or

referred to in the Time of Sale Information and the Offering Memorandum and except those

that do not materially interfere with the use made and proposed to be made of such property by

the Issuer, the Guarantors and, to the knowledge of the Issuer after due inquiry, the Target

Group and any of their respective subsidiaries.

(y) Each of the Issuer and the Guarantors owns or possesses adequate rights to use

all patents, patent applications, trademarks, service marks, trade names, trademark

registrations, service mark registration, copyrights, licenses, computer software and know-how

(including trade secrets and other unpatented and/or unpatentable proprietary or confidential

information, systems or procedures) necessary for the conduct of their respective businesses

except where the failure to own or possess such right would not, individually or in the

aggregate, have a Material Adverse Effect; the conduct of their respective businesses does not

conflict in any material respect with any such rights of others; and none of the Issuer and the

Guarantors have received any notice of any claim of infringement of or conflict with any such

rights of others with respect to any of the foregoing or is aware of any facts which would form

a reasonable basis for any such conflict or claim except for any such conflict or claim that

would not, individually or in the aggregate, have a Material Adverse Effect.

(z) Each of the Issuer and the Guarantors owns, possesses or has obtained all

licenses, permits, certificates, consents, orders, approvals and other authorizations from, and

has made all declarations and filings with, all federal, state, local and other governmental

authorities (including foreign regulatory agencies), all self-regulatory organizations and all

courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be,

and to operate its properties and to carry on its business as conducted as of the date hereof and

as of the Closing Date in each case except as disclosed in the Time of Sale Information and the

Offering Memorandum and except where such failure to own, possess or obtain necessary

licenses, permits, certificates, consents, orders, approvals or authorizations or failure to make

necessary declarations and filings would not, singly or in the aggregate, have a Material

Adverse Effect, and neither the Issuer nor the Guarantors have received any actual notice of

any proceeding relating to revocation or modification of any such license, permit, certificate,

consent, order, approval or other authorization, except as described in the Time of Sale

Information and the Offering Memorandum and except as would not have a Material Adverse

Effect; and each of the Issuer and the Guarantors is in compliance with all laws and regulations

(other than Environmental Laws (as defined herein)) relating to the conduct of its business,

except where the failure to comply would not have a Material Adverse Effect.

(aa) The Issuer and the Guarantors (i) are in compliance with any and all applicable

European Union, national, federal, state and local laws, rules, regulations, requirements,

decisions and orders relating to the protection of human health and safety, the environment,

natural resources or hazardous or toxic substances or wastes, pollutants or contaminants

(collectively, “Environmental Laws”), (ii) have received and are in compliance with all

permits, licenses, certificates, or other authorizations or approvals required of them under

applicable Environmental Laws to conduct their respective businesses, (iii) are in compliance

with all terms and conditions of any such permit, license or approval, except as disclosed in

each of the Time of Sale Information and the Offering Memorandum or except where such

noncompliance with Environmental Laws, failure to receive required permits, licenses or other

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approvals or failure to comply with the terms and conditions of such permits, licenses or

approvals would not, singly or in the aggregate, have a Material Adverse Effect. There is no

civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation,

investigation, proceeding, notice or demand letter or request for information pending or, to the

knowledge of the Issuer, the Guarantors and, to the knowledge of the Issuer after due inquiry,

the Target Group or any of their respective Subsidiaries, threatened against the Issuer, the

Guarantors and, to the knowledge of the Issuer after due inquiry, the Post-Completion

Guarantors or any of their Subsidiaries under any Environmental Law, except as would not,

singly or in the aggregate, have a Material Adverse Effect.

(bb) In the ordinary course of its business, to the knowledge of the Issuer after due

inquiry, the Target or an affiliate thereof conducts a periodic review of the effects of

Environmental Laws on the business, operations and properties of its subsidiaries, in the course

of which it identifies and evaluates associated costs and liabilities related thereto; on the basis

of the results of such review as they have been furnished to the Issuer, the Issuer and the Issue

Date Guarantors have reasonably concluded that, except as disclosed in the Time of Sale

Information and the Offering Memorandum, such associated costs and liabilities would not,

singly or in the aggregate, have a Material Adverse Effect.

(cc) The Issuer and the Guarantors have insurance covering their respective

properties, operations, personnel and businesses, including business interruption insurance,

which insurance is in amounts and insures against such losses and risks as the Issuer’s, the

Issue Date Guarantors’ and, to the knowledge of the Issuer after due inquiry, the Post-

Completion Guarantors’ management reasonably believes are adequate to protect the Issuer,

the Issue Date Guarantors and, to the knowledge of the Issuer after due inquiry, the Post-

Completion Guarantors and their respective subsidiaries and their respective businesses, with

such exceptions as would not have a Material Adverse Effect; and none of the Issuer and the

Guarantors have (i) received notice from any insurer or agent of such insurer that capital

improvements or other expenditures are required or necessary to be made in order to continue

such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage at reasonable cost

from similar insurers as may be necessary to continue its business.

(dd) Except as disclosed in the Time of Sale Information and the Offering

Memorandum, neither the Issuer nor any Guarantor is prohibited, directly or indirectly, under

any agreement or other instrument to which it is a party or is subject, from paying any

dividends, from making any other distribution on such subsidiary’s capital stock, from repaying

any intercompany loans or advances or from transferring any of such subsidiary’s properties

or assets within the respective group, except pursuant to (i) the Indenture, (ii) Senior Facilities

Agreement, (iii) the Existing 2026 Indenture and (iv) applicable law.

(ee) None of the Issuer, the Issue Date Guarantors nor, to the knowledge of the Issuer

after due inquiry, the Post-Completion Guarantors nor any of their respective subsidiaries is a

party to any contract, agreement or understanding with any person (other than this Agreement)

that would give rise to a valid claim against any of them or any Initial Purchaser for a brokerage

commission, finder’s fee or like payment in connection with the offering and sale of the Notes.

(ff) When the Securities are issued and delivered pursuant to this Agreement, the

Securities will not be of the same class (within the meaning of Rule 144A under the Securities

Act) as any securities that are listed on a national securities exchange registered under Section 6

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of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) or quoted in a

U.S. automated inter-dealer quotation system; and each of the Time of Sale Information and

the Offering Memorandum, as of its respective date, contains or will contain in all material

respects the information that, if requested by a prospective purchaser of the Securities, would

be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under

the Securities Act.

(gg) None of the Issuer, the Guarantors nor, to the knowledge of the Issuer after due

inquiry, the Target or any of its affiliates (as defined in Rule 501(b) of Regulation D) has,

directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise

negotiated in respect of, any security (as defined in the Securities Act) which is or will be

integrated with the sale of the Securities in a manner that would require the registration of the

Offering and sale of the Securities under the Securities Act.

(hh) The Issuer and each of the Guarantors (other than the U.S. Companies) is a

“foreign private issuer” (as such term is defined in the rules and regulations under the Securities

Act and the Exchange Act).

(ii) None of the Issuer, the Guarantors or any of their respective affiliates or any

person acting on its or their behalf (other than the Initial Purchasers and their affiliates, as to

whom no representation is made) has solicited offers for, or offered or sold any Securities by

means of any general solicitation or general advertising within the meaning of Rule 502(c)

under the Securities Act or, with respect to Securities sold outside the United States to non-

U.S. persons (as defined in Rule 902 under the Securities Act), by means of any directed selling

efforts within the meaning of Rule 902 under the Securities Act and each of the Issuer, the

Guarantors and any of their respective affiliates and any person acting on its or their behalf has

complied with and will implement the “offering restrictions” requirement of Regulation S.

(jj) The Securities offered and sold in reliance on Regulation S have been and will

be offered and sold only in offshore transactions outside the United States, provided that no

representation is made as to the actions of the Initial Purchasers.

(kk) Prior to the date hereof, none of the Issuer, the Issue Date Guarantors, nor, to

the knowledge of the Issuer after due inquiry, the Post-Completion Guarantors nor any of their

respective subsidiaries and affiliates has taken, directly or indirectly, any action which is

designed to or which has constituted or which might have been expected to cause or result in

stabilization or manipulation of the price of any security of the Issuer, the Issue Date

Guarantors, nor, to the knowledge of the Issuer after due inquiry, the Post-Completion

Guarantors or any of their respective subsidiaries and affiliates in connection with the offering

of the Notes.

(ll) None of the transactions contemplated by this Agreement (including, without

limitation, the use of the proceeds from the sale of the Notes as described in the Time of Sale

Information and the Offering Memorandum) will violate or result in a violation of Section 7 of

the Exchange Act, or any regulation promulgated thereunder, including, without limitation,

Regulations T, U, and X of the Board of Governors of the Federal Reserve System.

(mm) KPMG LLP are independent auditors with respect to the Target and its

subsidiaries within the meaning of the Ethical Standards issued by the Auditing Practices Board

in the United Kingdom.

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(nn) Each of the Issuer and the Guarantors represent and warrant that (i) the audited

consolidated historical financial statements of the Target Group (including the related notes)

included in each of the Time of Sale Information and the Offering Memorandum present fairly

in all material respects the consolidated financial position, results of operations and cash flows

of the Target and its subsidiaries as of the dates and for the periods indicated and have been

prepared in conformity with International Financial Reporting Standards as adopted by the

European Union (“IFRS”) applied on a materially consistent basis throughout the periods

involved; and (ii) the amounts presented in the financial data contained in each of the Time of

Sale Information and the Offering Memorandum under the headings “Summary—Summary

Historical Consolidated Financial and Other Data,” “Capitalisation,” “Selected Historical

Financial Information” agree with, or can be derived from the amounts included in the audited

consolidated historical financial statements of the Target and its subsidiaries.

(oo) The assumptions used in each of the Time of Sale Information and the Offering

Memorandum provide a reasonable basis for presenting the significant effects directly

attributable to the transactions or events described therein, the related pro forma adjustments

give appropriate effect to those assumptions and the pro forma adjustments reflect the proper

application of those adjustments to the corresponding historical financial statement amounts.

(pp) The adjustments made to the financial, operating and other key

operating data presented in the section set forth under the caption “Summary Historical

Consolidated Financial and Other Data” in each of the Time of Sale Information and the

Offering Memorandum (including related notes) (i) present, on the basis stated therein, fairly

in all material respects the information shown therein, (ii) are prepared using reasonable

assumptions, and (iii) give appropriate effect to the transactions or circumstances referred to

therein on a reasonable basis and in good faith.

(qq) Neither the Issuer nor any of the Guarantors is, or after giving effect to the

offering and sale of the Securities and the application of the proceeds therefrom as described

in the Time of Sale Information and the Offering Memorandum will be, an “investment

company” or an entity “controlled by” an “investment company” as such terms are defined

in the Investment Company Act of 1940, as amended, and the rules and regulations of the

Commission thereunder (collectively, the “Investment Company Act”).

(rr) Assuming the accuracy of the representations of the Initial Purchasers contained

in Section 1 hereof and the Initial Purchasers’ compliance with their agreements set forth

herein, it is not necessary in connection with the offer, issuance, sale and delivery of the

Securities in the manner contemplated by this Agreement, the Time of Sale Information and

the Offering Memorandum, to register the Securities under the Securities Act or to qualify the

Indenture, as supplemented by the Supplemental Indentures, under the U.S. Trust Indenture

Act of 1939, as amended (the “Trust Indenture Act”).

(ss) No forward-looking statement (within the meaning of Section 27A of the

Securities Act and Section 21E of the Exchange Act) contained in any of the Time of Sale

Information or the Offering Memorandum has been made or reaffirmed without a reasonable

basis or has been disclosed other than in good faith.

(tt) Each of the Issuer and the Guarantors has the power to submit, and

pursuant to this Agreement has submitted, or at the Closing Date (or in the case of the Post-

Completion Guarantors, on or prior to the applicable Accession Date) will have submitted,

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legally, validly, effectively and irrevocably, to the jurisdiction of any U.S. Federal or New York

State court in the Borough of Manhattan in the City of New York, New York; and each of the

Issuer and the Guarantors has the power to designate, appoint and empower, and pursuant to

this Agreement has, or at the Closing Date (or in the case of the Post-Completion Guarantors,

on or prior to the applicable Accession Date) will have, designated, appointed and empowered,

validly, effectively and irrevocably, CCS Global Solutions, Inc. or another suitable entity as

agent for service of process in any suit or proceeding based on or arising under this Agreement

in any U.S. Federal or New York State court in the Borough of Manhattan in the City of New

York, as provided herein.

(uu) In the last five years, none of the Issuer, the Guarantors, their respective

directors or officers (except for the matter disclosed by the Target pursuant to telephone

conversations between the Target, Latham & Watkins and Kirkland & Ellis International LLP

at 3:00 P.M. London time on September 19, 2019), nor, to the respective knowledge of the

Issuer and each of the Guarantors, any agent, employee, controlled affiliate or other person

acting on their respective behalf, or any of their respective subsidiaries has (i) used any

corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense

relating to political activity; (ii) made or taken an act in furtherance of any offer, promise or

authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic

government official or employee, including of any government owned or controlled entity or

of a public international organization, or any person acting in an official capacity for or on

behalf of any of the foregoing, or any political party or party official or candidate for political

office; (iii) taken any action, directly or indirectly, that would result in a violation by such

persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended and the rules and

regulations thereunder (“FCPA”), or any applicable law or regulation implementing the OECD

Convention on Combatting Bribery of Foreign Public Officials in International Business

Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, the

Criminal Justice (Corruption Offences) Act 2018 of Ireland or any other applicable anti-bribery

or anti-corruption law, including, without limitation, making use of the mails or any means or

instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise

to pay or authorization of the payment of any money, or other property, gift, promise to give,

or authorization of the giving of anything of value to any “foreign official” (as such term is

defined in the FCPA) or any foreign political party or official thereof or any candidate for

foreign political office, in contravention of the FCPA; or (iv) made any bribe, rebate, payoff,

influence payment, kickback or other unlawful payment. Each of the Issuer and the Guarantors,

and, in each case, to the respective knowledge of the Issuer and the Guarantors, their respective

subsidiaries and affiliates have conducted their businesses in compliance with the FCPA and

any other applicable anti-bribery laws. None of the Issuer, the Guarantors, their respective

directors, officers, nor to the respective knowledge of the Issuer or the Guarantors, any of their

subsidiaries or in each case, their respective agents, employees, affiliates or other person acting

on their respective behalf or any of their respective subsidiaries, has made, offered, agreed,

requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit,

including, without limitation, any rebate, payoff, influence payment, kickback or other

unlawful or improper payment or benefit. Each of the Issuer and the Guarantors and, in each

case, their respective subsidiaries and controlled affiliates have instituted and maintain policies

and procedures designed to ensure continued compliance with anti-bribery laws, including, but

not limited to, the FCPA. None of the Issuer, the Guarantors, or any of their respective

subsidiaries, will use, directly or indirectly, the proceeds of the offering in furtherance of an

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offer, payment, promise to pay, or authorization of the payment or giving of money, or anything

else of value, to any person in violation of any applicable anti-corruption laws.

(vv) The operations of the Issuer and the Guarantors (except for the matter

disclosed by the Target pursuant to telephone conversations between the Target, Latham &

Watkins and Kirkland & Ellis International LLP at 3:00 P.M. London time on September 19,

2019) and any of their respective subsidiaries, are and have been conducted at all times in

compliance with applicable financial recordkeeping and reporting requirements of, including

without limitation, those of Title 18 U.S. Code section 1956 and 1957, the Bank Secrecy Act

of 1970, as amended by Title III of the Uniting and Strengthening America by Providing

Appropriate tools Required to Intercept and Obstruct Terrorism Act of 2001, otherwise known

as the Currency and Foreign Transactions Reporting Act, as amended, the applicable anti-

money laundering statutes of all jurisdictions where the Issuer and the Guarantors or any of

their respective subsidiaries conducts business, the rules and regulations thereunder and any

related or similar statutes, rules, regulations or guidelines, issued, administered or enforced by

any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action,

suit or proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Issuer, the Guarantors or any of their respective subsidiaries with

respect to the Anti-Money Laundering Laws is pending or, to the respective knowledge of the

Issuer or the Guarantors, threatened.

(ww) None of the Issuer, the Guarantors nor any of their respective

subsidiaries, their respective directors or officers nor, to the knowledge of the Issuer and each

of the Guarantors, any agent, controlled affiliate or other person acting on behalf of the Issuer,

the Guarantors or any of their respective subsidiaries is currently (or, in the case of a Guarantor

that qualifies as a German resident (Inländer) within the meaning of Section 2 paragraph 15 of

the German Foreign Trade Act (Außenwirtschaftsgesetz) (including its directors, managers,

officers, agents and/or employees)) the subject of any sanctions administered or enforced by

the U.S. government (including, without limitation, the Office of Foreign Assets Control of the

U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce or the U.S.

Department of State and including, without limitation, an individual or entity that is the subject

of Sanctions under the Specially Designated Nationals and Blocked Persons list, the Sectoral

Sanctions Identifications List, or similar list issued by another relevant sanctions authority),

the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury

or other relevant sanctions authority (collectively, “Sanctions”), and none of the Issuer, the

Guarantors, the Target or any of their respective subsidiaries located, organized or resident in

a country or territory that is the subject of comprehensive Sanctions, including, without

limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned

Country/Territory”); none of the Issuer or the Issue Date Guarantors since their respective dates

of incorporation and none of the Post-Completion Guarantors during the past five years, or,

any of their respective subsidiaries have, knowingly engaged in, are now knowingly engaged

in, or will knowingly engage in, any dealings or transactions with any person, or in any country

or territory, that at the time of the dealing or transaction is or was a Sanctioned

Country/Territory; none of the issue and sale of the Securities, the execution, delivery and

performance of the Transaction Documents, the direct or indirect use of proceeds from the

offering, or the consummation of any other transaction contemplated hereby or the fulfillment

of the terms hereof, or the provision of services to any of the foregoing will result in a violation

by any person (including, without limitation, the Initial Purchasers) of any Sanction, and the

Issuer will not directly or indirectly use the proceeds of the offering hereunder, or lend,

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contribute or otherwise make available such proceeds to any subsidiary, joint venture partner

or other person or entity (i) to fund any activities of or business with any person that, at the

time of such funding, is the subject of Sanctions, except as authorized under applicable law,

(ii) to fund any activities of or business in any comprehensively Sanctioned Country/Territory

or (iii) in any other manner that will result in a Sanctions violation by any person (including

any person participating in the Offering) whether as underwriter, initial purchaser, advisor,

investor or otherwise) of Sanctions.

The representations and warranties in this paragraph (ww) are only made to the extent

that they do not violate, conflict with or expose the Issuer and Guarantors, any of their

respective subsidiaries or any of their respective directors, officers or employees thereof to any

liability under, any anti-boycott or blocking law, regulation or statute that is in force from time

to time and applicable to such entity (including without limitation EU Regulation (EC) 2271/96

and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des

Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)).

The representations and undertakings given by the Issuer and the Guarantors to

Deutsche Bank AG, London Branch, Mizuho Securities Europe GmbH and UniCredit Bank

AG in this paragraph (ww) are made only to the extent that Deutsche Bank AG, London

Branch, Mizuho Securities Europe GmbH and UniCredit Bank AG would be permitted to

receive such representations and undertakings pursuant to Section 7 of the German Foreign

Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes

(Außenwirtschaftsverordnung – AWV)) and any other anti-boycott or blocking law, regulation

or statute that is in force from time to time and applicable to Deutsche Bank AG, London

Branch, Mizuho Securities Europe GmbH and UniCredit Bank AG.

(xx) None of the Issuer, the Issue Date Guarantors nor, to the knowledge of the Issuer

after due inquiry, the Post-Completion Guarantors or any person acting on their respective

behalf, has distributed or, prior to the later to occur of (i) the Closing Date and (ii) the

completion of the distribution of the Securities, will distribute, any material in connection with

the offering and sale of the Securities other than the Time of Sale Information or the Offering

Memorandum or other materials, if any, permitted by the Securities Act and the FSMA, or

regulations promulgated pursuant to the Securities Act or FSMA, and approved by the parties

to this Agreement.

(yy) The Issuer, the Issue Date Guarantors and, to the knowledge of the Issuer after

due inquiry, the Post-Completion Guarantors and each of their respective subsidiaries

maintains a system of internal accounting controls sufficient to provide reasonable assurance

that (i) transactions are executed in accordance with management’s general or specific

authorizations; (ii) transactions are recorded as necessary to permit preparation of consolidated

financial statements in conformity with IFRS (where applicable) and to maintain asset

accountability; (iii) access to assets is permitted only in accordance with management’s general

or specific authorization; and (iv) the recorded assets are compared with the existing assets at

reasonable intervals and appropriate action is taken with respect to any differences.

(zz) Except as otherwise disclosed in the Time of Sale Information or the Offering

Memorandum, no stamp, issuance, transfer, documentary, registration or other similar taxes,

duties, fees or charges are payable by the Initial Purchasers in any Relevant Taxing Jurisdiction

in connection with (a) the issuance, creation or delivery by the Issuer of the Notes, (b) the sale,

transfer and delivery of the Notes to the respective Initial Purchasers pursuant to this

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Agreement or the initial purchase, initial resale and delivery of the Notes by the Initial

Purchasers in the manner contemplated by this Agreement, (c) the issuance, creation or delivery

by the Guarantors of the Guarantees, or (d) the execution and delivery of this Agreement and

the other Transaction Documents.

(aaa) Except as otherwise disclosed in the Time of Sale Information or the Offering

Memorandum, all payments to be made by the Issuer or any Guarantor under this Agreement

and all interest, principal, premium, if any, additional amounts, if any, and other payments on

or under the Notes or the Guarantees may, under the current laws and regulations of the

Relevant Taxing Jurisdiction, be paid in U.S. dollars that may be converted into another

currency and freely transferred out of such Relevant Taxing Jurisdiction, and, except as

disclosed in the Time of Sale Information or the Offering Memorandum, all such payments

will not be subject to withholding or deduction for, or on account of, taxes under the current

laws and regulations of the Relevant Taxing Jurisdiction and are otherwise payable free and

clear of any other tax, or withholding or deduction for or on account of tax, in the Relevant

Taxing Jurisdiction (except for any taxes which may be imposed on a recipient of such payment

as a result solely of such recipient being resident for tax purposes (or having a permanent

establishment) in the Relevant Taxing Jurisdiction) and without the necessity of obtaining any

governmental authorization in the Relevant Taxing Jurisdiction.

(bbb) Except as otherwise disclosed in the Time of Sale Information or the Offering

Memorandum or as would not, individually or in the aggregate, have a Material Adverse Effect,

(A) the Issuer, the Issue Date Guarantors and the Target Group has paid or caused to be paid

all national, regional, local and other taxes and filed or caused to be filed all tax returns required

to be paid or filed through the date hereof; and (B) there is no tax deficiency that has been, or

could reasonably be expected to be asserted against the Issuer, the Issue Date Guarantors and

the Target Group or any of their respective properties or assets.

(ccc) The minute books and records of the Issuer and the Guarantors relating to

proceedings of their respective shareholders, boards of directors and committees of their

respective boards of directors made available to counsel for the Initial Purchasers are their

original minute books and records or are true, correct and complete copies thereof, with respect

to all proceedings of said shareholders, boards of directors and committees since (i) the date of

the Existing 2026 Indenture, with respect to the Post-Completion Guarantors, and (ii) the

respective dates of incorporation, with respect to the Issuer and the Issue Date Guarantors, each

through the date hereof. In the event that definitive minutes have not been prepared with

respect to any proceedings of such shareholders, boards of directors or committees, the Issuer

has provided counsel for the Initial Purchasers with originals or true, correct and complete

copies of draft minutes or written agendas relating thereto, which drafts and agendas, if any,

reflect all material events that occurred in connection with such proceedings. All material and

applicable information, instruments, records, agreements and other documents requested in

counsel for the Initial Purchasers’ document request letter dated August 9, 2019, have been

provided to, or made available for inspection by, such counsel.

(ddd) No labor disturbance by or dispute with employees of the Issuer, the Guarantors

and, the Target Group exists or, to the best knowledge of the Issuer and each of the Guarantors,

is contemplated or threatened, except as would not, individually or in the aggregate, have a

Material Adverse Effect; and to the best knowledge of the Issuer and each of the Guarantors,

no labor disturbance by or dispute with the employees or agents of any principal supplier,

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contractor or customer of the Issuer and the Guarantors is contemplated or threatened which

could, individually or in the aggregate, have a Material Adverse Effect.

(eee) Each benefit and compensation plan, agreement, policy and arrangement that is

maintained, administered or contributed to by the Issuer, the Issue Date Guarantors and, to the

knowledge of the Issuer after due inquiry, the Post-Completion Guarantors or any of their

respective affiliates for current or former employees or directors of, or independent contractors

with respect to, the Issuer, the Issue Date Guarantors and, to the knowledge of the Issuer after

due inquiry, the Post-Completion Guarantors or any of their respective affiliates, or with

respect to which any of such entities could reasonably be expected to have any current, future

or contingent liability or responsibility, has been maintained in compliance with its terms and

the requirements of any applicable statutes, orders, rules and regulations; the Issuer, the Issue

Date Guarantors and, to the knowledge of the Issuer after due inquiry, the Post-Completion

Guarantors and each of their respective affiliates have complied with all applicable statutes,

orders, rules and regulations in regard to such plans, agreements, policies and arrangements in

all material respects; except as would not, individually or in the aggregate, have a Material

Adverse Effect, the fair market value of the assets of each such plan, agreement, policy and

arrangement which is required or intended to be funded (excluding for these purposes accrued

but unpaid contributions) exceeds the present value of all benefits accrued or earned or

payments due under such plan, agreement, policy or arrangement determined using reasonable

actuarial assumptions; and the liabilities reflected on the relevant entity’s financial statements

with respect to each such plan, agreement, policy and arrangement which is not required or

intended to be funded accurately reflects the present value of all benefits earned or accrued or

payments due under such plan, agreement, policy or arrangement determined using reasonable

actuarial assumptions.

(fff) There are no injunctions or orders commenced, pending or threatened by any

court which would prevent the issuance and sale of the Securities as contemplated by this

Agreement and each of the Time of Sale Information and the Offering Memorandum.

(ggg) Each of the Issuer, the Guarantors and the Target Group is in compliance with all

applicable laws with respect to the operation and security of their respective information

technology systems, and there have been no material (actual or attempted) breaches, outages,

corruptions, interruptions or violations of (or deletions or damages to) the same, except for

such non-compliance or events that would not reasonably be expected to have a Material

Adverse Effect.

(hhh) Under the laws of Ireland in respect of the Issuer, and under the laws of

England and Wales in respect of Bidco and Midco (together, the “English Guarantors”), the

submission by the Issuer and the English Guarantors to the jurisdiction of any United States

federal or state court sitting in the State of New York and the designation of the law of the State

of New York to apply to this Agreement and the Indenture (including the Guarantees set forth

therein) are valid and binding upon the Issuer and the English Guarantors) and would be

recognized and enforceable against the Issuer in Ireland and the English Guarantors in England

and Wales.

(iii) Application will be made by or on behalf of the Issuer to The International

Stock Exchange Authority Limited (the “Authority”) for the Offering Memorandum to be

approved by the Authority as a listing particulars and for the Notes to be listed on the Exchange.

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(jjj) Neither the issuance of the Notes by the Issuer nor the entry into the Guarantees

by each of the Guarantors will result in a breach of any provisions relating to financial

assistance, principles of corporate benefit or any similar analogous law or regulation of the

jurisdictions applicable to the Issuer or any of the Guarantors, as the case may be, which could

invalidate the enforceability of the Notes or the Guarantees, as the case may be.

4. Further Agreements of the Issuer and the Guarantors. The Issuer and the Issue

Date Guarantors upon the date hereof, and each Post-Completion Guarantor upon its accession

to this Agreement pursuant to Section 25 hereof, jointly and severally, agrees with each of the

Initial Purchasers as follows:

(a) in connection with the Offering, to give all such assistance and provide all such

information as the Initial Purchasers may reasonably require for the purchase of the Notes

pursuant to the Offering and to do, or procure to be done, all such things and execute, or procure

to be executed, all such documents as are customary and may be necessary in the reasonable

opinion of the Initial Purchasers to be done or executed by the Issuer or the Guarantors in

connection with the purchase of the Notes;

(b) to deliver to the Initial Purchasers, without charge, as many copies of the

Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written

Communication and the Offering Memorandum (including all amendments and supplements

thereto) as the Initial Purchasers or their counsel may reasonably request;

(c) before finalizing the Offering Memorandum or making or distributing any

amendment or supplement to any of the Time of Sale Information or the Offering

Memorandum, to furnish to the Representatives and counsel for the Initial Purchasers a copy

thereof for review and not distribute (i) any Offering Memorandum to which the Initial

Purchasers or their counsel reasonably object, or (ii) any such proposed amendment or

supplement to which the Initial Purchasers or their counsel reasonably object, unless required

by law or the rules and regulations of the Authority (the “Authority Rules”);

(d) before making, preparing, using, authorizing, approving or referring to any

Issuer Written Communication, to furnish to the Representatives and counsel for the Initial

Purchasers a copy of such written communication for review and will not make, prepare, use,

authorize, approve or refer to any such written communication to which the Representatives

reasonably object;

(e) if, at any time prior to the completion of the distribution of all of the Notes by

the Initial Purchasers as contemplated by the Offering Memorandum, any event shall occur as

a result of which it is necessary, as mutually agreed by the Issuer, the Initial Purchasers and

their respective counsels, to amend or supplement the Preliminary Offering Memorandum, the

Time of Sale Information, any Issuer Written Communication or the Offering Memorandum in

order to make the statements contained therein, in the light of the circumstances under which

they were made, not misleading, or if it is necessary, as mutually agreed by the Issuer, the

Initial Purchasers and their respective counsels, to amend or supplement the Preliminary

Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or

the Offering Memorandum to comply with law and the Authority Rules, forthwith, if requested

by the Representatives, to prepare and furnish, at the expense of the Issuer, to the Initial

Purchasers and to the dealers (whose names and addresses the Initial Purchasers will furnish to

the Issuer) to which Notes may have been sold by the Initial Purchasers and to any other dealers

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upon request, such reasonable number of amendments or supplements to the Preliminary

Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or

the Offering Memorandum as may be necessary so that the statements therein as so amended

or supplemented will not, in light of the circumstances under which they are made, be

misleading or so that the Preliminary Offering Memorandum, the Time of Sale Information,

any Issuer Written Communication or the Offering Memorandum will comply with law and

the Authority Rules;

(f) to cooperate with the Initial Purchasers and their counsel in connection with the

qualification of the Notes and the Guarantees for offer and sale under the securities or blue sky

laws of such jurisdictions as the Representatives shall reasonably request and to comply with

such laws and to continue such qualification in effect so long as reasonably required for

distribution of the Notes; provided that neither the Issuer, nor any of the Guarantors shall be

required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any

such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general

consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any

such jurisdiction if it is not otherwise so subject;

(g) whether or not the transactions contemplated in this Agreement are

consummated or this Agreement is terminated, the Issuer and each of the Guarantors jointly

and severally agree to pay or cause to be paid all costs and expenses (together with, for the

avoidance of doubt, any VAT thereon which shall be payable in accordance with Section 4(r)

below) incidental to the performance of their obligations hereunder, including all fees, costs

and expenses incidental to (i) the preparation, authorization, issuance, execution, authentication

and delivery of the Notes, including any expenses of the Trustee, any registrar or co-registrar,

paying agent or transfer agent (including related fees and expenses of any counsel to such

parties), (ii) the preparation, printing and distribution of the Preliminary Offering

Memorandum, any other Time of Sale Information, any Issuer Written Communication, the

Offering Memorandum, (including all exhibits, amendments and supplements thereto), (iii) the

registration or qualification and determination of eligibility for investment of the Notes under

the laws of such jurisdictions as the Initial Purchasers may reasonably designate (including fees

of counsel for the Initial Purchasers and their reasonable disbursements in connection

therewith), (iv) the fees and expenses associated with obtaining approval for trading of the

Notes on any securities exchange (including the listing of the Notes on the Exchange), (v) the

printing (including word processing and duplication costs) and delivery of this Agreement, the

Transaction Documents and the delivery of the blue sky memorandum and the furnishing to

the Initial Purchasers and dealers of copies of the Preliminary Offering Memorandum, any

other Time of Sale Information, any Issuer Written Communication, and the Offering

Memorandum, including mailing and shipping, (vi) any fees charged by investment rating

agencies in connection with the rating of the Notes and all fees and expenses of the Issuer

relating to the rating agency process, including those incident to making all presentations to

the rating agencies, (vii) the reasonable fees and expenses of the Issuer’s, the Issue Date

Guarantors’ and the Target Group’s legal counsel (including local counsel) and independent

accountant; (viii) the reasonable fees and expenses of counsel to the Initial Purchasers

(including Latham & Watkins (London) LLP and local counsel), (ix) the fees and expenses of

any Authorized Agent (as defined in Section 13(c) hereof), (x) all expenses and application

fees incurred in connection with the application of the Notes’ eligibility for clearance and

settlement through the facilities of DTC, Euroclear and Clearstream, as applicable, (xi) all

expenses incurred by the Initial Purchasers and the Issuer or its representatives in connection

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with presentations and roadshows relating to prospective purchasers of the Notes, (xii) any

stamp or other issuance or transfer taxes or similar governmental duties, if any, payable (as

required by law) by the Initial Purchasers in connection with the offer and sale of the Notes to

the Initial Purchasers and the initial resale of the Notes by the Initial Purchasers to purchasers

thereof in the manner contemplated by this Agreement, and (xiii) all other reasonable out-of-

pocket expenses reasonably incurred by the Initial Purchasers or any of their affiliates in

connection with, or arising out of, the Offering;

(h) to apply the net proceeds from the sale of the Notes as described in each of the

Time of Sale Information and the Offering Memorandum under the heading “Use of Proceeds”;

(i) during the period beginning after the date hereof and continuing until the date

40 days after the Closing Date, each of the Issuer, the Guarantors and the Target Group and

each of their respective affiliates will not, directly or indirectly, offer, sell, contract to sell,

issue, pledge or otherwise dispose of, enter into any transaction which is designed to, or might

reasonably be expected to, result in the disposition (whether by actual disposition or effective

economic disposition due to cash settlement or otherwise) of any debt securities or guarantees

thereof (except relating to the Senior Facilities Agreement and/or any hedging obligations

related thereto) without the consent of the Representatives and with respect to the Dollar Notes,

BofA Securities, Inc.;

(j) neither the Issuer nor any of the Guarantors nor the Target or its subsidiaries

will take, directly or indirectly, any action designed to or that could reasonably be expected to

cause or result in any stabilization or manipulation of the price of the Notes. The Issuer

authorizes the Representatives to make adequate public disclosure of the information to the

extent required by the Financial Conduct Authority under the FSMA. None of the Issuer, the

Guarantors, the Target Group or any of their respective affiliates will take any action or omit

to take any action, as communicated by the Initial Purchasers, which may result in any of the

Initial Purchasers being unable to rely upon the safe harbor for stabilization provided by the

Financial Conduct Authority under the FSMA or any other safe harbor for stabilization

provided for under any applicable law, regulations or rules (including any stock exchange

rules) in the jurisdiction where such stabilization is effected;

(k) none of the Issuer, the Guarantors or any of their respective affiliates (as defined

in Rule 501(b) of Regulation D), or any person acting on its or their behalf will, directly or

indirectly, make offers or sales of any security, or solicit offers to buy any security (as defined

in the Securities Act), that would require the registration of the Notes or the Guarantees under

the Securities Act (except that the Issuer and each of the Guarantors do not covenant in respect

of actions taken by the Initial Purchasers, their respective affiliates or any person acting on

their behalf);

(l) none of the Issuer, the Guarantors or any of their respective affiliates (as defined

in Rule 501(b) of Regulation D) or any person acting on behalf of any of the foregoing (other

than the Initial Purchasers, as to which no covenant is given) will solicit any offer to buy or

offer to sell the Notes by means of any form of general solicitation or general advertising

(within the meaning of Rule 502(c) of Regulation D) or in any manner involving a public

offering within the meaning of Section 4(a)(2) of the Securities Act;

(m) none of the Issuer, the Guarantors or any of their respective affiliates (as defined

in Rule 501(b) of Regulation D) or any person acting on behalf of any of the foregoing, will

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engage in any directed selling efforts with respect to the Notes within the meaning of

Regulation S, and all such persons will comply with the offering restrictions requirement of

Regulation S;

(n) none of the Issuer, the Issue Date Guarantors or any of their respective affiliates

(as defined in Regulation 501(b) of Regulation D), or (on or after the Acquisition Completion

Date) the Target Group or any or any of their affiliates (as defined in Rule 501(b) of Regulation

D), or any person acting on behalf of any of the foregoing, will sell, offer for sale or solicit

offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act)

which will be integrated with the sale of the Securities in a manner which would require the

registration under the Securities Act of the Securities and the Issuer and the Issue Date

Guarantors (and on or after the Acquisition Completion Date, the Target Group) will take all

action that is appropriate or necessary to assure that any offerings by the Issuer, the Guarantors,

the Target or any of their respective subsidiaries of other securities will not be integrated for

purposes of the Securities Act with the offering contemplated hereby;

(o) the Issuer will assist the Initial Purchasers in arranging for the Notes to be

eligible for clearance and settlement through the facilities of DTC, Euroclear and Clearstream,

as applicable, and to maintain such eligibility for so long as the Notes remain outstanding;

(p) the Issuer and the Guarantors will, jointly and severally, indemnify and hold

harmless the Initial Purchasers against any documentary, stamp, registration, or similar

issuance or transfer taxes, duties, charges or fees including any interest and penalties required

by law to be paid, in the United Kingdom, the United States, Luxembourg, Ireland or any other

jurisdiction, or any political subdivision or any authority or agency therein or thereof having

power to tax, on the creation, issuance, delivery and/or sale of the Notes to the Initial

Purchasers, on the initial resale and delivery of the Notes by the Initial Purchasers in the manner

contemplated by this Agreement, on the creation, issuance and/or delivery by the Guarantors

of the Guarantees, and on the execution and/or delivery of this Agreement and any Transaction

Documents;

(q) all amounts payable by the Issuer or any Guarantor hereunder shall be

paid in U.S. dollars, and free and clear of and without withholding or deduction for or on

account of any present or future taxes, levies, imposts, duties, charges or other deductions or

withholdings levied in any jurisdiction from or through which payment is made by or on behalf

of the Issuer or any Guarantor, or in which the payor is located, unless such deduction or

withholding is required by applicable law; and in that event, the Issuer and/or the Guarantor

shall pay such additional amounts (a “Tax Payment”) as may be necessary in order that the net

amounts received after such withholding or deduction shall equal the amounts that would have

been received if no withholding or deduction had been made. However, none of the Issuer

and/or the Guarantors will be required to make a Tax Payment with respect to taxes imposed

by Luxembourg under the law dated 23 December 2005, as amended, introducing a

withholding tax on certain payments made to or for the immediate benefit of a Luxembourg

individual resident. In the event that the Issuer or any Guarantor makes a Tax Payment pursuant

to this paragraph (q), and (i) credit against, relief or remission for, or repayment of, any tax (a

“Tax Credit”) is attributable to either the deduction or withholding giving rise to that Tax

Payment, or to that Tax Payment; and (ii) the relevant payee has obtained, utilized and retained

that Tax Credit; then that payee shall pay an amount to the Issuer or Guarantor which that payee

determines (acting in good faith) will leave it (after making that payment) in the same after tax

position as it would have been had the deduction or withholding giving rise to such Tax

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Payment not been made, net of all expenses incurred by the payee in connection with obtaining

the Tax Credit and without interest, and provided always that nothing in this subsection shall

be construed to (i) interfere with the rights of any Initial Purchaser to arrange its affairs (tax or

otherwise) in whatever manner it thinks fit; (ii) oblige any Initial Purchaser to investigate or

claim any credit, relief, remission or repayment available to it or the extent, order and manner

of any claim; or (iii) require any Initial Purchaser to make available its tax returns (or any other

information which it reasonably deems confidential) to the Issuer, the Guarantors or any other

person;

(r) all amounts chargeable by the Initial Purchasers under this Agreement which

constitute the consideration for any supply for VAT purposes shall be exclusive of VAT. If

any VAT is chargeable in respect of any supply by any Initial Purchaser and such Initial

Purchaser (or a member of such Initial Purchaser’s group) is the person liable to account for

such VAT to the relevant taxing authority, then such amounts shall be charged together with

an amount equal to any VAT chargeable on the relevant supply. Such amount equal to VAT

shall be payable upon delivery of an appropriate valid VAT invoice in respect of the supply to

which the charge relates. Any amount for which the Initial Purchasers are to be reimbursed or

indemnified under this Agreement will be reimbursed or indemnified (as applicable) together

with an amount equal to any VAT, where appropriate, including, for the avoidance of doubt,

any VAT on services provided from legal counsel where an Initial Purchaser is required to self-

assess and account for VAT in its role as the recipient of such services. If the Issuer or a

Guarantor pays any amounts representing VAT on fees, costs and expenses to an Initial

Purchaser and such Initial Purchaser determines (acting in good faith) that such amounts are

recoverable by it, such Initial Purchaser shall, without unreasonable delay pay such amounts

back to the Issuer or Guarantor, provided always that (for the avoidance of doubt) the language

in (i) to (iii) of Section 4(q) above applies to such Initial Purchaser’s obligations;

(s) prior to the completion of the distribution of the Notes, neither the Issuer nor

any of the Guarantors will issue any press release or other communication directly or indirectly

or hold any press conference (except for routine communications in the ordinary course of

business consistent with past practice which, for the avoidance of doubt, includes

communications with shareholders and communications with the trade press) with respect to

the Issuer, the Guarantors or the Target Group or any of their respective subsidiaries, the

condition, financial or otherwise, or the earnings, business affairs or business prospects of the

Issuer, the Guarantors or the Target Group, without the prior consent of the Initial Purchasers

(such consent not to be unreasonably withheld), unless in the judgment of the Issuer and the

Guarantors and their counsel, subject to notification to the Initial Purchasers (to the extent

permitted under applicable law), such press release or communication is required by law or

under the rules of the Authority or the Exchange or except as issued in accordance with the

Securities Act and the rules and regulations promulgated thereunder;

(t) for so long as the Securities are outstanding and are “restricted securities” within

the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will, furnish to holders of

the Securities and prospective purchasers of the Notes designated by such holders, upon request

of such holders or such prospective purchasers, the information required to be delivered

pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuer is then subject to and

in compliance with Section 13 or 15(d) of the Exchange Act or exempt from reporting pursuant

to Rule 12g3-2(b) thereunder (the foregoing agreement being for the benefit of the holders from

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time to time of the Securities and prospective purchasers of the Notes designated by such

holders);

(u) so long as the Securities remain “restricted securities” for the purposes of Rule

144 under the Securities Act, the Issuer and the Issue Date Guarantors will not, and, as of each

Accession Date, the Post-Completion Guarantors will not, and will not permit any of their

respective affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the

Securities that have been acquired by any of them, except for Notes purchased by the Issuer,

the Guarantors or any of their respective affiliates and resold in a transaction registered under

the Securities Act, or in a transaction outside the United States in accordance with Regulation

S;

(v) the Issuer and the Guarantors will use their commercially reasonable efforts to

do and perform all things required or necessary to be done and performed under this Agreement

by them prior to the Closing Date or the relevant Accession Date, as applicable, and to satisfy

all conditions precedent to the delivery of the Notes, as applicable;

(w) the Issuer will use its commercially reasonable efforts to ensure that (i) the

Offering Memorandum complies with the requirements of the Authority, (ii) the Offering

Memorandum is approved by the Exchange as soon as practicable after the Closing Date, and

(iii) the Issuer and the Issue Date Guarantors will furnish the Offering Memorandum to the

Initial Purchasers, without charge, no later than 10:00 a.m. London time on the Business Day

next succeeding the date of formal approval (if any) of the Offering Memorandum by the

Exchange;

(x) the Issuer will (i) use its commercially reasonable efforts to cause the

Notes to be listed on the Official List of the Exchange as soon as reasonably practicable after

the Closing Date but in no event later than the date of the first interest payment on the Notes;

(ii) deliver to the Exchange copies of the Offering Memorandum and such other documents,

information and commercially reasonable undertakings as may be required in connection with

obtaining such listing; and (iii) use its commercially reasonable efforts to maintain such listing

of the Notes for so long as any of the Notes are outstanding;

(y) The Issuer shall procure that (i) subject to the Agreed Security

Principles, within 120 days from the Acquisition Completion Date, and substantially

simultaneously with the guarantees granted in favor of obligations under the Senior Facilities

Agreement, each Post-Completion Guarantor (A) accedes to this Agreement by executing and

delivering an Accession Agreement to the Initial Purchasers substantially in the form of Annex

C hereto and as may be amended to observe applicable execution formalities, (B) accedes to

the Indenture by executing and delivering a Supplemental Indenture, substantially in the form

contemplated by the Indenture, and (C) accedes to the Intercreditor Agreement by executing

and delivering an Intercreditor Accession Deed; and (ii) each Post-Completion Guarantor, on

the date such Post-Completion Guarantor accedes to this Agreement, shall cause to be delivered

to the Initial Purchasers, a certificate signed by a member of its board of directors, dated as of

such Accession Date, in form and substance reasonably satisfactory to the Initial Purchasers

and which shall include the following documents: (1) a copy of the constitutional documents

of such Post-Completion Guarantor, (2) a copy of the resolutions of the board of directors or

equivalent body (or the shareholders, as applicable) of such Post-Completion Guarantor

relating to the entry into the applicable Transaction Documents, (3) a specimen of the signature

of persons authorized by the resolutions referred to in clause (2) above and (4) a letter of

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appointment for an agent of service of process relating to the Indenture and this Agreement,

and (iii) causes to be delivered to the Initial Purchasers, as applicable, opinions of Kirkland &

Ellis International LLP, DLA Piper UK LLP, Arthur Cox, DLA Piper Denmark P/S and DLA

Piper Studio Legale Tributario Associato, as the case may be, United States, English, Irish,

German, Danish and Italian counsel to the Issuer, each dated the applicable date and in form

and substance reasonably satisfactory to the Initial Purchasers;

(z) On the Escrow Release Date, the Issuer shall cause to be delivered to the

Initial Purchasers, dated as of the Escrow Release Date and in form and substance reasonably

satisfactory to the Initial Purchasers: a certificate executed by an executive officer or director

of the Target who has specific knowledge of the financial matters of the Target, confirming

that such officer or director has reviewed the Time of Sale Information and the Offering

Memorandum and, to the knowledge of such officer or director after reasonable inquiry, the

representations and warranties set forth in Sections 3(a) and 3(b) hereof are true and correct as

of the Time of Sale; and

(aa) no Guarantors incorporated in Italy will segregate assets for purposes of article

2447 bis of the Italian civil code nor will any of them issue any class of financial instruments

under article 2447 ter of the Italian civil code.

5. Conditions of Initial Purchasers’ Obligations. The several obligations of the

Initial Purchasers hereunder to purchase the Notes on the Closing Date are subject to the

following conditions:

(a) the representations and warranties of the Issuer contained herein are true

and correct on and as of the date of this Agreement, the Time of Sale and the Closing Date as

if made on and as of the date hereof, the Time of Sale or the Closing Date; the representations

and warranties of each of the Guarantors contained herein are true and correct on and as of the

date of this Agreement, the Time of Sale and the Closing Date as if made on and as of the date

hereof, the Time of Sale and the Closing Date; the statements of the Issuer or any of the Issue

Date Guarantors and their respective officers made in any certificates delivered pursuant to this

Agreement shall be true and correct on and as of the Closing Date; the Issuer and the Issue

Date Guarantors shall have complied with all material agreements and all conditions on their

part to be performed or satisfied hereunder at or prior to the Closing Date;

(b) except as disclosed in the Time of Sale Information and the Offering

Memorandum, (i) with respect to the Post-Completion Guarantors, since the date of the most

recent consolidated financial statements of the Target and its subsidiaries included in each of

the Time of Sale Information and the Offering Memorandum, and (ii) with respect to the Issuer

and the Issue Date Guarantors, since their respective dates of incorporation, there shall not have

been any change in the capital stock or long-term debt of the Issuer, the Guarantors, or any of

their respective subsidiaries or any material adverse change or any development which would

reasonably be expected to result in a Material Adverse Effect, the effect of which in the

reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed

with the Offering;

(c) as of the Closing Date and at any time subsequent to the earlier of (A) the Time

of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have

occurred in the rating accorded the Notes or any other debt securities or preferred stock issued

or guaranteed by the Issuer or the Target or any of its subsidiaries by any “nationally recognized

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statistical rating organization,” as such term is defined by the Commission for purposes of Rule

15c3-1(c)(2)(vi)(F) under the Exchange Act and (ii) no such organization shall have publicly

announced that it has under surveillance or review, or has changed its outlook with respect to,

its rating of the Notes or of any other debt securities or preferred stock issued or guaranteed by

the Issuer or the Target or any of its subsidiaries (other than an announcement with positive

implications of a possible upgrading);

(d) the Initial Purchasers shall have received on and as of the Closing Date, a

certificate of an officer or director of the Issuer, with specific knowledge about financial

matters of the Issuer and its subsidiaries, reasonably satisfactory to the Initial Purchasers to the

effect set forth in paragraphs (a), (b) and (c) of this Section 5;

(e) the Issuer shall have requested and caused Kirkland & Ellis International LLP,

as United States counsel for the Issuer and the Issue Date Guarantors, to furnish to the Initial

Purchasers its written opinion and Rule 10b-5 disclosure letter, dated the Closing Date, in form

and substance reasonably satisfactory to the Initial Purchasers;

(f) the Issuer shall have requested and caused Kirkland & Ellis International LLP,

as English counsel for the Issuer and the Issue Date Guarantors, to furnish to the Initial

Purchasers its written opinion, dated the Closing Date, in form and substance reasonably

satisfactory to the Initial Purchasers;

(g) the Issuer shall have requested and caused Arthur Cox, as Irish counsel for the

Issuer and the Issue Date Guarantors, to furnish to the Initial Purchasers its written opinion,

dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers;

(h) the Initial Purchasers shall have received opinions, dated the Closing Date, of

local counsels to the Issuer and the Issue Date Guarantors in the jurisdictions set forth in

Schedule IV hereto, in form and substance reasonably satisfactory to the Initial Purchasers;

(i) on the Offering Memorandum Date and on the Closing Date, KPMG LLP shall

have furnished to the Initial Purchasers letters, dated the respective dates of delivery thereof

and addressed to the Initial Purchasers, containing statements and information of the type

customarily included in accountants’ “comfort letters” to underwriters, in form and substance

reasonably satisfactory to the Initial Purchasers, with respect to the financial statements and

certain financial information contained in each of the Time of Sale Information and the

Offering Memorandum;

(j) the Initial Purchasers shall have received on and as of the Closing Date (i) an

opinion and Rule 10b-5 disclosure letter from Latham & Watkins (London) LLP, as United

States counsel for the Initial Purchasers and (ii) an opinion from Latham & Watkins (London)

LLP, as English counsel for the Initial Purchasers, and, in each case, the Issuer and the Issue

Date Guarantors shall have furnished to such counsel such documents and information as they

may reasonably request to enable them to pass upon such matters;

(k) the Initial Purchasers shall have received on and as of the Closing Date an

opinion from A&L Goodbody, as Irish counsel for the Initial Purchasers, and the Issuer and

the Issue Date Guarantors shall have furnished to such counsel such documents and information

as they may reasonably request to enable them to pass upon such matters;

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(l) the Initial Purchasers shall have received on and as of the Closing Date an

opinion from NautaDutilh, as Luxembourg counsel for the Initial Purchasers, and the Issuer

and the Issue Date Guarantors shall have furnished to such counsel such documents and

information as they may reasonably request to enable them to pass upon such matters;

(m) the Dollar Notes shall be eligible for clearance and settlement through the

facilities of DTC, and the Euro Notes shall be eligible for clearance and settlement through the

facilities of Euroclear and Clearstream;

(n) the Indenture (in form and substance satisfactory to the Initial Purchasers) shall

have been duly executed and delivered by the Issuer, each of the Issue Date Guarantors and the

Trustee on the Closing Date and shall be in full force and effect on such date and the Notes

shall have been duly executed and delivered by the Issuer and each of the Issue Date Guarantors

and duly authenticated by the Trustee on the Closing Date;

(o) the Security Documents (in form and substance satisfactory to the Initial

Purchasers) shall have been duly executed and delivered by the parties thereto, the security

interests created pursuant thereto shall be effective and the Security Agent shall hold a valid

and perfected security interest in the Collateral securing the obligations of the Issuer and the

other entities party thereto, as applicable, in each case, for the benefit of the Trustee and the

benefit of holders of the Securities on or prior to, and as of, the Closing Date, subject in each

case to the Agreed Security Principles and such subsequent perfection of security pursuant to

applicable law or the provisions of the relevant Security Documents;

(p) the Intercreditor Agreement shall have been duly authorized, executed and

delivered by the parties which are intended to become parties thereto on or prior to the Closing

Date;

(q) each of the Escrow Agreement and the Escrow Equity Commitment (in form

and substance reasonably satisfactory to the Initial Purchasers) shall have been duly executed

and delivered by the parties thereto and shall be in full force and effect at the Closing Date;

(r) on or prior to the Closing Date, the Issuer shall have furnished to the Initial

Purchasers executed copies, in all respects reasonably satisfactory to the Initial Purchasers, of

the Transaction Documents;

(s) on or prior to the Closing Date, each of the Issuer and the Issue Date

Guarantors shall have furnished or caused to be furnished to the Initial Purchasers on the

Closing Date a certificate signed by an officer or a member of the board of directors (or

equivalent body) of such Issuer or Issue Date Guarantors, dated as of the Closing Date, in form

and substance satisfactory to the Initial Purchasers (an “Officer’s Certificate”) and which shall

include the following documents: (i) a copy of the constitutional documents of such Issuer or

Guarantor, (ii) a copy of the resolutions of the board of directors or equivalent body relating to

the Notes and the Guarantees (including entry into this Agreement and the related documents

for the offering of the Notes), (iii) a specimen of the signature of persons authorized by the

resolution referred to in clause (ii) above and (iv) a letter of appointment for an agent of service

of process relating to the Indenture and this Agreement; and

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(t) on or prior to the Closing Date, the Issuer shall have furnished to the Initial

Purchasers such further certificates and documents as the Initial Purchasers shall reasonably

request.

6. Indemnification and Contribution.

(a) Indemnification of the Initial Purchasers. The Issuer and each Guarantor, jointly

and severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliates,

directors, officers and employees and each person, if any, who controls any Initial Purchaser

within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage,

liability or expense, as incurred, to which such Initial Purchaser, affiliate, director, officer,

employee or controlling person may become subject, under the Securities Act, the Exchange

Act or other national, federal or state statutory law or regulation, or at common law or otherwise

(including in settlement of any litigation, if such settlement is effected with the written consent

of the Issuer (not to be unreasonably withheld)), insofar as such loss, claim, damage, liability

or expense (or actions in respect thereof as contemplated below), joint or several, arises out of

or is based upon any untrue statement or alleged untrue statement of a material fact contained

in any of the Preliminary Offering Memorandum, any other Time of Sale Information, any

Issuer Written Communication or the Offering Memorandum (or any amendment or

supplement thereto), or the omission or alleged omission therefrom of a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading; and to reimburse each Initial Purchaser and each such affiliate, director,

officer, employee or controlling person for any and all reasonable expenses (including the

reasonable fees and disbursements of counsel chosen by the Initial Purchasers) as such

expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer,

employee or controlling person in connection with investigating, defending, settling,

compromising or paying any such loss, claim, damage, liability, expense or action; provided,

however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage,

liability, expense or action to the extent, but only to the extent, arising out of or based upon any

untrue statement or alleged untrue statement or omission or alleged omission made in reliance

upon and in conformity with written information furnished to the Issuer by such Initial

Purchaser through the Representatives expressly for use in the Time of Sale Information, any

Issuer Written Communication or the Offering Memorandum (or any amendment or

supplement thereto) (which information consists solely of the information described in

Section 13(a) hereof). The indemnity agreement set forth in this Section 6(a) shall be in

addition to any liabilities that the Issuer or the Guarantors may otherwise have.

(b) Indemnification of the Issuer and the Guarantors. Each Initial Purchaser agrees,

severally and not jointly, to indemnify and hold harmless (i) as of the date hereof, the Issuer

and each Issue Date Guarantor, and upon its accession to this Agreement pursuant to Section 25

hereof, each Post-Completion Guarantor, (ii) as of the date hereof, the employees, directors

and officers of the Issuer and each Issue Date Guarantor, and upon its accession to this

Agreement pursuant to Section 25 hereof, the employees, directors and officers of each Post-

Completion Guarantor, and (iii) as of the date hereof with respect to the Issuer and each Issue

Date Guarantor, and upon its accession to this Agreement pursuant to Section 25 hereof with

respect to each Post-Completion Guarantor, each person, if any, who controls the Issuer and

each Issue Date Guarantor or Post-Completion Guarantor, in each case within the meaning of

the Securities Act or the Exchange Act, to the same extent as the indemnity set forth in

paragraph (a) above from the Issuer and each of the Guarantors to each Initial Purchaser,

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against any loss, claim, damage, liability or expense, as incurred, to which the Issuer or any

Guarantor, as applicable, or any such employee, director, officer or controlling person may

become subject, under the Securities Act, the Exchange Act, or other federal or state statutory

law or regulation, or at common law or otherwise (including in settlement of any litigation, if

such settlement is effected with the written consent of such Initial Purchaser (not to be

unreasonably withheld)), insofar as such loss, claim, damage, liability or expense (or actions

in respect thereof as contemplated below) arises out of or is based upon any untrue statement

or alleged untrue statement of a material fact contained in the Time of Sale Information, any

Issuer Written Communication or the Offering Memorandum (or any amendment or

supplement thereto), or the omission or alleged omission therefrom of a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading, in each case to the extent, but only to the extent, that such untrue

statement or alleged untrue statement or omission or alleged omission was made in the Time

of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any

amendment or supplement thereto), in reliance upon and in conformity with written

information furnished to the Issuer and the Guarantors by such Initial Purchaser through the

Representatives expressly for use therein; and to reimburse the Issuer, any Guarantor and each

such employee, director, officer or controlling person for any and all reasonable expenses

(including the reasonable fees and disbursements of counsel) as such expenses are reasonably

incurred by the Issuer or any Guarantor or such employee, director, officer or controlling person

in connection with investigating, defending, settling, compromising or paying any such loss,

claim, damage, liability, expense or action. The Issuer and the Guarantors hereby acknowledge

that the only information that the Initial Purchasers have furnished to the Issuer expressly for

use in the Time of Sale Information, any Issuer Written Communication or the Offering

Memorandum (or any amendment or supplement thereto) are the statements identified in

Section 13(a) hereof. The indemnity agreement set forth in this Section 6(b) shall be in addition

to any liabilities that each Initial Purchaser may otherwise have.

(c) Notifications and Other Indemnification Procedures. Promptly after

receipt by an indemnified party under this Section 6 of notice of the commencement of any

action, such indemnified party will, if a claim in respect thereof is to be made against an

indemnifying party under this Section 6, notify the indemnifying party in writing of the

commencement thereof, but the omission so to notify the indemnifying party will not relieve it

from any liability which it may have to any indemnified party under this Section 6, except to

the extent it is materially prejudiced by such failure (through the forfeiture of substantive rights

or defenses) and shall not relieve the indemnifying party from any liability that the

indemnifying party may have to an indemnified party other than under this Section 6. In case

any such action is brought against any indemnified party and such indemnified party seeks or

intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled

to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties

similarly notified, by written notice delivered to the indemnified party promptly after receiving

the aforesaid notice from such indemnified party, to assume the defense thereof with counsel

reasonably satisfactory to such indemnified party; provided, however, if the defendants in any

such action include both the indemnified party and the indemnifying party and the indemnified

party shall have reasonably concluded that representation of both parties by the same counsel

would be inappropriate due to actual or potential differing interests between them, a conflict

may arise between the positions of the indemnifying party and the indemnified party in

conducting the defense of any such action or that there may be legal defenses available to it

and/or other indemnified parties which are different from or additional to those available to the

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indemnifying party, the indemnified party or parties shall have the right to select separate

counsel to assume such legal defenses and to otherwise participate in the defense of such action

on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying

party to such indemnified party of such indemnifying party’s election so to assume the defense

of such action and approval by the indemnified party of counsel, the indemnifying party will

not be liable to such indemnified party under this Section 6 for any fees or expenses of counsel

subsequently incurred by such indemnified party in connection with the defense thereof unless

(i) the indemnified party shall have employed separate counsel in accordance with the proviso

to the preceding sentence (it being understood, however, that the indemnifying party shall not

be liable for the expenses of more than one separate counsel (together with one local counsel

(in each applicable jurisdiction)), which shall be selected by the Initial Purchasers (in the case

of counsel representing the Initial Purchasers or their related persons), representing the

indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have

employed counsel reasonably satisfactory to the indemnified party to represent the indemnified

party within a reasonable time after notice of commencement of the action, in each of which

cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

(d) Settlements. The indemnifying party under this Section 6 shall not be liable for

any settlement of any proceeding effected without its written consent (not to be unreasonably

withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the

indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage,

liability or expense by reason of such settlement or judgment. No indemnifying party shall,

without the prior written consent of the indemnified party, effect any settlement, compromise

or consent to the entry of judgment in any pending or threatened action, suit or proceeding in

respect of which any indemnified party is or could have been a party and indemnity was or

could have been sought hereunder by such indemnified party, unless such settlement,

compromise or consent (i) includes an unconditional release of such indemnified party from

all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does

not include any statements as to or any admission or findings of fault, culpability or failure to

act by or on behalf of any indemnified party.

(e) Contribution. If the indemnification provided for in paragraphs (a) and (b) of

this Section 6 is unavailable to an indemnified party or insufficient in respect of any losses,

claims, damages or liabilities referred to therein, then each indemnifying party under such

paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the

amount paid or payable by such indemnified party as a result of such losses, claims, damages

or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by

the Issuer and the Guarantors on the one hand and the Initial Purchasers on the other hand from

the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted

by applicable law, in such proportion as is appropriate to reflect not only the relative benefits

referred to in clause (i) above but also the relative fault of the Issuer and the Guarantors on the

one hand and the Initial Purchasers on the other in connection with the statements or omissions

that resulted in such losses, claims, damages or liabilities, as well as any other relevant

equitable considerations. The relative benefits received by the Issuer and the Guarantors on

the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective

proportions as the net proceeds from the Offering (before deducting expenses) received by the

Issuer, and the total discounts and commissions received by the Initial Purchasers, bear to the

aggregate offering price of the Notes. The relative fault of the Issuer and the Guarantors on

the one hand and the Initial Purchasers on the other shall be determined by reference to, among

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other things, whether the untrue or alleged untrue statement of a material fact or the omission

or alleged omission to state a material fact relates to information supplied by the Issuer or any

Guarantor or by the Initial Purchasers and the parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent such statement or omission.

(f) Limitation of Liability. The Issuer, the Guarantors and the Initial Purchasers

agree that it would not be just and equitable if contribution pursuant to this Section 6 were

determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for

such purpose) or by any other method of allocation that does not take account of the equitable

considerations referred to in the immediately preceding paragraph. The amount paid or payable

by an indemnified party as a result of the losses, claims, damages and liabilities referred to in

the immediately preceding paragraph shall be deemed to include, subject to the limitations set

forth above, any legal or other expenses reasonably incurred by such indemnified party in

connection with investigating or defending any such action or claim. Notwithstanding the

provisions of this Section 6, in no event shall an Initial Purchaser be required to contribute any

amount in excess of the amount by which the total price at which the Notes purchased by it

were offered exceeds the amount of any damages that such Initial Purchaser has otherwise been

required to pay by reason of such untrue or alleged untrue statement or omission or alleged

omission. No person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was

not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to

contribute pursuant to this Section 6 are several in proportion to the respective principal amount

of the Notes set forth opposite their names in Schedule I hereto, and not joint.

(g) The remedies provided for in this Section 6 are not exclusive and shall not limit

any rights or remedies which may otherwise be available to any indemnified party at law or in

equity.

7. Recourse against the Issuer.

(a) Each Initial Purchaser hereby agrees that no recourse under any obligation,

covenant or agreement of the Issuer contained in this Agreement shall be had against any

officer, agent, employee or director of the Issuer, by the enforcement of any assessment or by

any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood

that such obligations under this Agreement are corporate obligations of the Issuer and the

Guarantors.

(b) Each Initial Purchaser further agrees not to take any action or commence any

proceedings for bankruptcy, insolvency, winding-up, liquidation, examinership or any

analogous proceedings with respect to the Issuer.

8. Survival. The respective indemnities, rights of contribution contained in

Section 6, reimbursement rights contained in Section 11, representations, warranties,

agreements and other statements of the Issuer, the Issue Date Guarantors, the Post-Completion

Guarantors (upon their accession pursuant to Section 25 hereof), the officers of the Issuer or a

Guarantor and of each Initial Purchaser set forth in this Agreement shall survive the delivery

of and payment for the Notes and shall remain operative and in full force and effect regardless

of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any

Initial Purchaser or any person controlling any Initial Purchaser or by or on behalf of the Issuer

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or a Guarantor, their respective officers, directors or any other person controlling the Issuer or

a Guarantor and (iii) acceptance of and payment for any of the Notes.

9. Termination. Notwithstanding anything herein contained, this Agreement may

be terminated in the absolute discretion of the Representatives, by notice given to the Issuer, if

after the execution and delivery of this Agreement and prior to the Closing Date: (i) trading

generally shall have been suspended or materially limited on any of the New York Stock

Exchange, the London Stock Exchange or the over-the- counter market; (ii) trading of any

securities of or guaranteed by the Issuer or the Target or any of its subsidiaries shall have been

suspended on any exchange or in any over-the-counter market or settlement in such trading

shall have been materially disrupted; (iii) a general moratorium on commercial banking

activities shall have been declared by United States Federal or New York State authorities or

by the competent governmental or regulatory authorities in the United Kingdom; (iv) there

shall have occurred any outbreak or escalation of hostilities or any change in the United States

or the United Kingdom financial markets or any calamity, crisis, or emergency either within or

outside the United States that, in the reasonable judgment of the Representatives is material

and adverse and which, in the reasonable judgment of such Representative, makes it

impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes on the

terms and in the manner contemplated by this Agreement, the Time of Sale Information and

the Offering Memorandum or (v) a material adverse change shall have occurred in the United

States or the United Kingdom taxation affecting the Notes or the transfer thereof (other than as

disclosed in the Time of Sale Information and the Offering Memorandum) or exchange controls

shall have been imposed by the United States or the United Kingdom.

10. Default by an Initial Purchaser.

(a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to

purchase the Notes that it has agreed to purchase hereunder, the non-defaulting Initial

Purchasers may in their discretion arrange for the purchase of such Notes by other persons

satisfactory to the Issuer on the terms contained in this Agreement. If, within 36 hours after

any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange

for the purchase of such Notes, then the Issuer shall be entitled to a further period of 36 hours

within which to procure other persons satisfactory to such non-defaulting Initial Purchasers to

purchase such Notes on such terms. If other persons become obligated or agree to purchase

the Notes of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the

Issuer may postpone the Closing Date for up to five full Business Days in order to effect any

changes that in the opinion of counsel for the Issuer or counsel for the Initial Purchasers may

be necessary in the Time of Sale Information, the Offering Memorandum or in any other

document or arrangement, and the Issuer agrees to promptly prepare any amendment or

supplement to the Time of Sale Information or the Offering Memorandum that effects any such

changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of

this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto

that, pursuant to this Section 10, purchases Notes that a defaulting Initial Purchaser agreed but

failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Notes of a

defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and

the Issuer as provided in paragraph (a) above, the aggregate principal amount of such Notes

that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of

all the Notes, then the Issuer shall have the right to require each non-defaulting Initial Purchaser

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to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase

hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes

that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial

Purchaser or Initial Purchasers for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Notes of a

defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and

the Issuer as provided in paragraph (a) above, the aggregate principal amount of the Notes that

remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes

or if the Issuer shall not exercise the rights described in paragraph (b) above, then this

Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers.

Any termination of this Agreement pursuant to this Section 10 shall be without liability on the

part of the Issuer or the Guarantors, except that the Issuer and each of the Guarantors will

continue to be liable for the payment of expenses as set forth in Section 11 hereof and except

that the provisions of Section 6 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any

liability it may have to the Issuer, the Guarantors or any non-defaulting Initial Purchaser for

damages caused by its default.

11. Reimbursement of Costs and Expenses. If this Agreement (i) is terminated

pursuant to Section 9 or (ii) shall be terminated by the Initial Purchasers, or any of them, (x)

because of any failure or refusal on the part of the Issuer to comply with the terms or to fulfill

any of the conditions of this Agreement, or (y) if for any reason the Issuer shall be unable to

perform its obligations under this Agreement or any condition of the Initial Purchasers’

obligations cannot be fulfilled, the Issuer and the Guarantors jointly and severally agree to

reimburse the Initial Purchasers or such Initial Purchaser as has so terminated this Agreement

with respect to itself for all out-of-pocket costs and expenses (including the reasonable fees

and expenses of its counsel) reasonably incurred by such Initial Purchaser in connection with

this Agreement or the offering contemplated hereunder.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the

benefit of and be binding upon the Issuer, the Guarantors, the Initial Purchasers, each affiliate

of any Initial Purchaser which assists such Initial Purchaser in the distribution of the Notes

(including the Indemnified Persons referred to in Section 6 hereof), any controlling persons

referred to herein and their respective successors and assigns. Nothing expressed or mentioned

in this Agreement is intended or shall be construed to give any other person, firm or corporation

any legal or equitable right, remedy or claim under or in respect of this Agreement or any

provision herein contained. No purchaser of Notes from any Initial Purchaser shall be deemed

to be a successor by reason merely of such purchase.

13. Miscellaneous.

(a) Blood Letter. The parties hereto acknowledge and agree that, for all purposes

of this Agreement, the information furnished to the Issuer by the Initial Purchasers for inclusion

in each of the Time of Sale Information and the Offering Memorandum, consists solely of:

(i) the names of the Initial Purchasers in each of the Preliminary Offering

Memorandum, in the Time of Sale Information and the Offering Memorandum;

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(ii) the information under the heading “Stabilisation” in each of the

Preliminary Offering Memorandum, in the Time of Sale Information and the Offering

Memorandum; and

(iii) under the heading “Plan of Distribution” of the Preliminary Offering

Memorandum, in the Time of Sale Information and the Offering Memorandum, each

of the fourth, fifth, thirteenth, sixteenth, seventeenth, eighteenth (other than the first

sentence thereof) and nineteenth paragraphs thereof and the fourth sentence of the

twelfth paragraph thereof.

(b) Waiver of Immunity. To the extent that the Issuer or any of the Guarantors or

any of their properties, assets or revenues may have or may hereafter become entitled to, or

have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from

any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit

or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from

service of process, from attachment upon or prior to judgment, from attachment in aid of

execution of judgment, or from execution of judgment, or other legal process or proceeding for

the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction

in which proceedings may at any time be commenced, with respect to their obligations,

liabilities or any other matter under or arising out of or in connection with this Agreement, any

of the Transaction Documents or any of the transactions contemplated hereby or thereby, the

Issuer and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not

to plead or claim, any such immunity and consent to such relief and enforcement.

(c) Jurisdiction. The Issuer and each of the Guarantors irrevocably submit

to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough

of Manhattan in the City, County and State of New York, United States of America, in any

legal suit, action or proceeding based on or arising under this Agreement and agree that all

claims in respect of such suit or proceeding may be determined in any such court. The Issuer

and each of the Guarantors irrevocably waive the defense of an inconvenient forum or

objections to personal jurisdiction with respect to the maintenance of such legal suit, action or

proceeding. To the extent permitted by law, the Issuer and each of the Guarantors hereby waive

any objections to the enforcement by any competent court in Ireland and England and Wales

(as applicable) of any judgment validly obtained in any such court in New York on the basis

of any such legal suit, action or proceeding. Each of the Issuer and the Guarantors hereby

appoint CCS Global Solutions, Inc., with offices located at 530 Seventh Avenue, Suite 508

New York, New York 10018, as its authorized agent in any manner permitted by applicable

law (the “Authorized Agent”) upon whom process may be served in any such legal suit, action

or proceeding. Each of the Issuer and the Guarantors hereby represents and warrants that the

Authorized Agent has agreed to act as said agent for service of process, and the Issuer and the

Guarantors agree to take any and all action, including the filing of any and all documents and

instruments, that may be necessary to continue such appointment in full force and effect as

aforesaid. The Issuer and the Guarantors further agree that service of process upon the

Authorized Agent and written notice of said service to the Issuer and the Guarantors shall be

deemed in every respect effective service of process upon the Issuer and the Guarantors in any

such legal suit, action or proceeding. If for any reason the Authorized Agent shall cease to act

as such, the Issuer and the Guarantors each agrees to promptly designate a new designee,

appointee and agent in New York City on the terms and for the purposes of this provision

satisfactory to the Representatives under this Agreement. Nothing herein shall affect the right

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of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any

other manner permitted by law. The provisions of this Section 13(c) are intended to be

effective upon the execution of this Agreement without any further action by the Issuer or any

of the Guarantors and the introduction of a true copy of this Agreement into evidence shall be

conclusive and final evidence as to such matters.

(d) Waiver of Jury Trial. Each of the Issuer, the Guarantors and the Initial

Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law, any

and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement

or the transactions contemplated hereby.

(e) Currency. The Issuer and each of the Guarantors shall jointly and severally

indemnify and hold harmless the Initial Purchasers against any loss incurred by them as a result

of any judgment or order being given or made and expressed and paid in a currency (the

“Judgment Currency”) other than euro and as a result of any variation as between (i) the rate

of exchange at which the euro amount, as the case may be, is converted into the Judgment

Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in New

York, New York at which such Initial Purchasers on the first Business Day after the payment

of such judgment or order are able to purchase euro, as the case may be, with the amount of

the Judgment Currency actually received by such Initial Purchasers. The foregoing shall

constitute a separate and independent obligation of the Issuer and the Guarantors and shall

continue in full force and effect notwithstanding any such judgment or order as aforesaid. The

term “spot rate of exchange” as used in this paragraph shall include any premiums and costs of

exchange payable in connection with the purchase of, or conversion into, euro, as the case may

be.

14. Recognition of Bail-In.

(a) Contractual Acknowledgment.

Notwithstanding and to the exclusion of any other term of this Agreement or any other

agreements, arrangements or understanding between the Initial Purchasers and the Issuer and

the Guarantors, each of the Initial Purchasers, the Issuer and the Guarantors acknowledges and

accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of

Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees

to be bound by:

(i) the effect of the exercise of Bail-in Powers by the Relevant Resolution

Authority in relation to any BRRD Liability of the Initial Purchasers to the Issuer or a

Guarantor, as applicable, under this Agreement, that (without limitation) may include

and result in any of the following, or some combination thereof:

a. the reduction of all, or a portion, of the BRRD Liability or

outstanding amounts due thereon;

b. the conversion of all, or a portion, of the BRRD Liability into

shares, other securities or other obligations of the relevant Initial

Purchaser(s) or another person, and the issue to or conferral on

the Issuer or a Guarantor, as applicable, of such shares, securities

or obligations;

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c. the cancellation of the BRRD Liability;

d. the amendment or alteration of any interest, if applicable,

thereon, the maturity or the dates on which any payments are due,

including by suspending payment for a temporary period;

(ii) the variation of the terms of this Agreement, as deemed necessary by

the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by

the Relevant Resolution Authority.

(b) Definitions.

As used herein, the following terms shall have the following meanings:

“Bail-in Legislation” means in relation to a member state of the European Economic

Area which has implemented, or which at any time implements, the BRRD, the relevant

implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation

Schedule from time to time.

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU

Bail-in Legislation Schedule in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and

resolution of credit institutions and investment firms.

“BRRD Liability” means a liability in respect of which the relevant Bail-in Powers in

the applicable Bail-in Legislation may be exercised.

“EU Bail-in Legislation Schedule” means the document described as such, then in

effect, and published by the Loan Market Association (or any successor person) from time to

time at http://www.lma.eu.com/pages.aspx?p=499.

“Relevant Resolution Authority” means the resolution authority with the ability to

exercise any Bail-in Powers in relation to any of the Initial Purchasers

15. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Initial Purchaser that is a Covered Entity becomes subject

to a proceeding under a U.S. Special Resolution Regime, the transfer from such Initial

Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will

be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if this Agreement, and any such interest and obligation, were governed by

the laws of the United States or a state of the United States.

(b) In the event that any Initial Purchaser that is a Covered Entity or a Covered

Affiliate of such Initial Purchaser becomes subject to a proceeding under a U.S. Special

Resolution Regime, any Default Rights under this Agreement that may be exercised against

such Initial Purchaser are permitted to be exercised to no greater extent than such Default

Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were

governed by the laws of the United States or a state of the United States.

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(c) For purposes of this Section 15:

(i) “Covered Affiliate” has the meaning assigned to the term “affiliate” in, and

shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

(ii) “Covered Entity” means any of the following:

(1) a “covered entity” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. § 252.82(b)

(2) a “covered bank” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. § 47.3(b); or

(3) a “covered FSI” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. § 382.2(b);

(iii) “Default Right” has the meaning assigned to that term in, and shall be

interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable; and

(iv) “U.S. Special Resolution Regime” means each of (i) the U.S. Federal

Deposit Insurance Act and the regulations promulgated thereunder and (ii)

Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer

Protection Act and the regulations promulgated thereunder.

The provisions of this Section 15 shall remain in full force and effect notwithstanding

completion and shall survive the termination or cancellation of this Agreement.

16. Notices. All notices and other communications hereunder shall be in writing

and shall be deemed to have been duly given if mailed or transmitted by any standard form of

telecommunication. Notices to the Initial Purchasers shall be given (i) with respect to the Euro

Notes, to Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street,

London EC2N 2DB, United Kingdom, Attention: , Leverage Debt Capital Markets

(telephone number: ; Email: @db.com), and Merrill Lynch

International, 2 King Edward Street, London, EC1A 1HQ, United Kingdom, Attention: High

Yield Syndicate Desk (telephone number: ; facsimile:

); and (ii) with respect to the Dollar Notes, to Deutsche Bank AG, London Branch,

Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom,

Attention: , Leverage Debt Capital Markets (telephone number:

; Email: @db.com); and in each case, with a copy to Latham & Watkins

(London) LLP, 99 Bishopsgate, London EC2M 3XF, attention: (telefax

number: ). Notices to the Issuer and the Guarantors shall be given to them

at Motion Acquisition Limited, 35 Great St. Helen’s, London, EC3A 6AP, United Kingdom,

attention: (telephone number: ), with a copy to Kirkland

& Ellis International LLP, 30 St Mary Axe, London EC3A 8AF, attention:

(telefax number: ).

17. Counterparts. This Agreement may be signed in counterparts (which may

include counterparts delivered by any standard form of telecommunication, including, without

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limitation electronic transmission), each of which shall be an original and all of which together

shall constitute one and the same instrument.

18. Governing Law. THIS AGREEMENT AND ANY NON-CONTRACTUAL

OBLIGATION, CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR

RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

19. Headings. The headings herein are included for convenience of reference only

and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

20. Certain Agreements of the Guarantors. Each Guarantor agrees with the several

Initial Purchasers that, notwithstanding anything to the contrary in this Agreement, the

obligations of any Guarantor under this Agreement shall be limited to the extent of the

limitations (if any) set out in Schedule V hereto.

21. Amendments or Waivers. No amendment or waiver of any provision of this

Agreement, nor any consent or approval to any departure therefrom, shall in any event be

effective unless the same shall be in writing and signed by the parties hereto.

22. Authority of Representative. Any action by the Initial Purchasers hereunder

may be taken by the Representatives on behalf of the Initial Purchasers, and any such action

taken by the Representatives shall be binding upon the Initial Purchasers.

23. Co-Manufacturing Agreement. Solely for the purposes of the requirements of

Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593

(the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under

the Product Governance Rules, each of the Euro Initial Purchasers other than Barclays Bank

PLC and UniCredit Bank AG (each a “Manufacturer” and together the “Manufacturers”)

acknowledges to each other Manufacturer that it understands the responsibilities conferred

upon it under the Product Governance Rules relating to each of the product approval process,

the target market and the proposed distribution channels as applying to the Notes and the related

information set out in the Time of Sale Information and the Offering Memorandum in

connection with the Notes. The Issuer, the Guarantors, Barclays Bank PLC and UniCredit

Bank AG note the application of the Product Governance Rules and acknowledge the target

market and distribution channels identified as applying to the Notes by the Manufacturers and

the related information set out in the Time of Sale Information and the Offering Memorandum

in connection with the Notes.

24. Exemption from Italian Transparency Rules. For purposes of the transparency

provisions set forth in the CICR Resolution of March 4, 2003, as amended from time to time,

and in the transparency rules applicable to transactions and banking and financial services

(“Disposizioni sulla trasparenza delle operazioni e dei servizi bancari e finanziari. Correttezza

delle relazioni tra intermediari e clienti”) issued by the Bank of Italy and as amended from

time to time, the parties hereto acknowledge and confirm that each has appointed and been

assisted by its respective legal counsel in connection with the negotiation, preparation and

execution of this Agreement and this Agreement and all the terms and conditions hereof,

including the Recitals and the Schedules hereto, have been specifically negotiated (“oggetto di

trattativa individuale”) between the parties.

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25. Accession of Post-Completion Guarantors. This Agreement shall become

effective as to each of the Post-Completion Guarantors on the date of its accession to this

Agreement in each case upon execution and delivery by each of them of an Accession

Agreement substantially in the form of Annex C hereto and as may be amended to observe

applicable execution formalities and limitations on the enforceability of guarantees. Upon

execution and delivery of the applicable Accession Agreement, each Post-Completion

Guarantor agrees to be bound by the terms, conditions and other provisions of this Agreement

as described in such Accession Agreement, with all attendant rights, duties and obligations

stated herein, with the same force and effect as if such party had executed this Agreement on

the date hereof. For the avoidance of doubt, the representations, warranties, covenants,

stipulations, promises, agreements, and other obligations of each of the Post-Completion

Guarantors contained in this Agreement shall not become effective until the execution of an

Accession Agreement.

26. Definitions. The terms that follow, when used in this Agreement, shall have the

meanings indicated.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday

or a day on which commercial banking institutions are not required to be open in the State of

New York or, London, United Kingdom, or, with respect to any payments to be made on the

Euro Notes, at the place of payment in respect of the Euro Notes.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Offering” shall mean the offer by the Issuer to sell $410 million principal amount of

its 6.625% Senior Notes due 2027 and €370 million principal amount of its 4.500% Senior

Notes due 2027.

“Offering Memorandum Date” shall mean the date on which the Offering

Memorandum is dated.

“Relevant Taxing Jurisdiction” means (a) the United Kingdom, the United States,

Denmark, Germany, Italy, Luxembourg or Ireland or any political subdivision or any authority

or agency therein or thereof having power to tax, (b) any other jurisdiction in which the Issuer

or a Guarantor, as the case may be, is organized or resident for tax purposes or any political

subdivision or any authority or agency therein or thereof having power to tax, or (c) any

jurisdiction from or through which a payment is made by the Issuer or any Guarantor under or

with respect to the Notes or the Guarantees, or any political subdivision or any authority or

agency therein or thereof having power to tax.

“U.S. Companies” means, collectively, LEGOLAND California, LLC, Merlin

Entertainments Group Florida LLC, Madame Tussauds New York LLC, LEGOLAND

Discovery Centre US, LLC, Madame Tussaud Las Vegas LLC, LEGOLAND New York LLC,

SEA LIFE Minnesota LLC, SEA LIFE US LLC, Merlin Entertainments Group U.S. Holdings

Inc. and Merlin Entertainments North America LLC.

“VAT” means value added tax chargeable under or pursuant to Council Directive

2006/112/EC or the Sixth Council Directive of the European Communities and any other

similar tax, wherever imposed.

MIZUHO SECURITIES EUROPE GMBH

As an Initial Purchas

By: Name: Title:

By:

Name: Title:

[Signature Page to the Purchase Agreement]

UNICREDIT BANK AG

As an Initial Purchaser

By: NameTitle:

[Signature Page to the Purchase Agreement]

(Signature Page to the Purchase Agreement)

EU-DOCS\25771403.12

SCHEDULE I

Part A – Euro Initial Purchasers

Euro Initial Purchasers

Principal

Amount of the

Euro Notes to be

purchased

(expressed in €)

Euro Initial Purchasers’ Fees

(expressed as

percentage of the

gross proceeds of

the Euro Notes)

(expressed in €)

Representatives

Deutsche Bank AG, London

Branch 92,500,000 25% 1,850,000

Merrill Lynch International 92,500,000 25% 1,850,000

Other Initial Purchasers

Barclays Bank PLC ...................... 27,750,000 7.5% 555,000

Blackstone Advisory Partners

L.P. ............................................... 74,000,000 20% 1,480,000

HSBC Bank plc 27,750,000 7.5% 555,000

Mizuho Securities Europe GmbH 27,750,000 7.5% 555,000

UniCredit Bank AG ..................... 27,750,000 7.5% 555,000

Total: €370,000,000 100% €7,400,000

Part B – Dollar Initial Purchasers

Dollar Initial Purchasers

Principal

Amount of the

Dollar Notes to

be purchased

(expressed in $)

Dollar Initial Purchasers’ Fees

(expressed as

percentage of the

gross proceeds of

the Dollar Notes)

(expressed in $)

Representative

Deutsche Bank AG, London

Branch 102,500,000 25% 2,050,000

Other Initial Purchasers

Barclays Bank PLC ...................... 30,750,000 7.5% 615,000

Blackstone Advisory Partners

L.P. ............................................... 82,000,000 20% 1,640,000

BofA Securities, Inc. 102,500,000 25% 2,050,000

HSBC Bank plc 30,750,000 7.5% 615,000

Mizuho Securities USA LLC ....... 30,750,000 7.5% 615,000

UniCredit Bank AG ..................... 30,750,000 7.5% 615,000

Total: $410,000,000 100% $8,200,000

EU-DOCS\25771403.12

SCHEDULE II

Post-Completion Guarantors

Name Jurisdiction

Merlin Entertainments plc England and Wales

Heide-Park Soltau GmbH Germany

LEGOLAND Deutschland Freizeitpark GmbH Germany

Legoland Deutschland GmbH Germany

Sea Life Deutschland GmbH Germany

Madame Tussauds Deutschland GmbH Germany

Dungeon Deutschland GmbH Germany

LEGOLAND ApS Denmark

Gardaland S.r.l. Italy

Merlin Attractions Operations Limited England and Wales

Merlin Entertainments (SEA LIFE) Limited England and Wales

Merlin Entertainments (Dungeons) Limited England and Wales

Merlin Entertainments Group Holdings Limited England and Wales

Madame Tussauds Touring Exhibition Limited England and Wales

LEGOLAND California, LLC Delaware

Merlin Entertainments Group Florida LLC Delaware

Madame Tussaud’s New York LLC Delaware

LEGOLAND Discovery Centre US, LLC Delaware

Madame Tussaud Las Vegas LLC Delaware

Sea Life Minnesota LLC Delaware

Sea Life US LLC Delaware

Merlin Entertainments Group U.S. Holdings Inc. Delaware

Merlin Entertainments North America LLC Delaware

LEGOLAND New York LLC Delaware

EU-DOCS\25771403.12

SCHEDULE III

List of Security Documents

Pledgor/Assignor Governing Law Security Document

Motion Topco Limited

English A debenture in respect of (i)

a charge over Topco’s shares

in Midco and (ii) an

assignment of material

structural intercompany

receivables owed by Midco

to Topco

Motion Midco Limited

English A debenture in respect of (i)

a floating charge over

Midco’s assets and

undertaking, (ii) an

assignment of material

structural intercompany

receivables owed to Midco

(other than by Bidco) and

(iii) a charge over Midco’s

material bank accounts

Motion Midco Limited English A debenture in respect of (i)

a charge in respect of

Midco’s shares in Bidco and

(ii) an assignment of material

structural intercompany

receivables owed by Bidco

to Midco

Motion Midco Limited Irish A security deed in respect of

Midco’s shares in the Issuer

Motion Bondco DAC

English A debenture in respect of an

assignment of material

structural intercompany

receivables owed by Midco

to the Issuer

Motion Bondco DAC Irish A security deed in respect of

the Issuer’s material bank

accounts

Motion Bondco DAC English Escrow account charges in

respect of the Escrow

Accounts

56 EU-DOCS\25771403.12

SCHEDULE IV

List of jurisdictions for delivery of opinions by local counsel to the Issuer and the

Guarantors

Jurisdiction Counsel

Denmark DLA Piper Denmark P/S

Germany DLA Piper UK LLP

Italy DLA Piper Studio Legale Tributario

Associato

Luxembourg Arendt

KE 103756610.4 EU-DOCS\25771403.12

SCHEDULE V

Guarantee Limitations

Part I

Limitation on Guarantors

Any Guarantee granted under this Agreement does not apply to any liability to the extent that

it would result in such 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 jurisdiction of the relevant Guarantor.

Part II

Limitation on Danish Guarantees

(a) Notwithstanding anything set out to the contrary in this Agreement or any

other Secured Debt Document, the Specified Obligations (as defined below) of each

Guarantor incorporated in Denmark (a “Danish Guarantor”) and such Danish Guarantor's

Subsidiaries under the Secured Debt Documents:

(i) shall be deemed not to be assumed and limited if and to the extent that

the same would constitute unlawful financial assistance, including

(without limitation) within the meaning of sections 206 and/or 210 (as

modified by sections 211 and 212) of the Danish Companies Act,

(b) Without prejudice to sub-paragraph (a) above, and only in respect of each

Danish Guarantor, the Specified Obligations shall further be limited to a maximum amount

equivalent to the higher of the Equity (as defined below) of such Danish Guarantor:

(i) at the relevant Specified Obligations Call Date (as defined below); and

(ii) at the date of this Agreement (or, as the case may be, at the date upon

which that Danish Guarantor accedes to this Agreement as a Guarantor)

plus any Indirect Utilisations (as defined below) as of the relevant Specified

Obligations Call Date,

provided that the limitations in this paragraph (b) shall not apply to the extent that

the Specified Obligations relate to (x) the total outstanding amount in respect of an

advance or loan (including accrued and unpaid interest relating to such advance or

loan and costs and fees attributable to such advance or loan) under any Secured

Debt Document received by such Danish Guarantor in its capacity as borrower

(however defined or described in the relevant Secured Debt Document); and/or (y)

the total outstanding amount in respect of an advance or loan (including accrued

and unpaid interest relating to such advance or loan and costs and fees attributable

to such advance or loan) under any Secured Debt Documents received by such

Danish Guarantor’s Subsidiaries in their capacity as borrower (however defined or

described in the relevant Secured Debt Document).

58 EU-DOCS\25771403.12

For the purpose of this Part II:

“Equity” means the equity (in Danish: "egenkapital") of the relevant Danish

Guarantor calculated in accordance with its applicable accounting principles,

but adjusted if and to the extent any book value is lower or higher than the

market value by adding or subtracting (as applicable) an amount equal to such

difference.

“Indirect Utilisations” means the sum of:

(i) any intercompany loan (a “Debtor Intercompany Loan”) owing by a

Danish Guarantor to a borrower (however defined or described in the

relevant Secured Debt Document) and originally borrowed by that

borrower under any Secured Debt Document and on-lent by that borrower

to the Danish Guarantor, the total outstanding amount of the sum, at the

Specified Obligations Call Date, of

a. the principal amount of that Debtor Intercompany Loan;

b. accrued and unpaid interest in respect of that Debtor Intercompany

Loan; and

c. costs and fees attributable to that Debtor Intercompany Loan,

provided always that any payment made by the Danish Guarantor in

respect of the Specified Obligations on the basis of Indirect Utilisations

relating to that Debtor Intercompany Loan shall reduce that Debtor

Intercompany Loan correspondingly; plus

(ii) any intercompany loan (a “Subsidiary Intercompany Loan”) owing by

a Subsidiary of a Danish Guarantor to a borrower (however defined or

described in the relevant Secured Debt Document) and originally

borrowed by that borrower under any Secured Debt Document and on-lent

by that borrower to that Danish Guarantor’s Subsidiary, the total

outstanding amount of the sum, at the Specified Obligations Call Date, of

a. the principal amount of that Subsidiary Intercompany Loan;

b. accrued and unpaid interest in respect of that Subsidiary Intercompany

Loan; and

c. costs and fees attributable to that Subsidiary Intercompany Loan.

provided always that any payment made that Danish Guarantor’s

Subsidiary in respect of the Specified Obligations on the basis of Indirect

Utilisations relating to that Subsidiary Intercompany Loan shall reduce

that Subsidiary Intercompany Loan correspondingly.

"Secured Debt Document" has the meaning given to that term in the

Intercreditor Agreement.

59 EU-DOCS\25771403.12

"Specified Obligations" means, in respect of a Danish Guarantor or, as the case

may be, any of its Subsidiaries its obligations and liabilities under:

(i) Any Guarantee, any other guarantee, indemnity, Security granted or

purported to be granted by it under or pursuant to this Agreement or any other

Secured Debt Documents Document; and

(ii) any other means of direct or indirect financial assistance under or pursuant

to this Agreement or any other Secured Debt Document, including, without

limitation, obligations and liabilities under or pursuant to any provisions

relating to subordination, turnover, rights of re-course, mandatory

prepayments and other application of proceeds.

"Specified Obligations Call Date" means, in respect of a Danish Guarantor, the

date upon which any Secured Party makes any demand for payment of, or takes

any other step relating to the enforcement of, any of that Danish Guarantor 's

Specified Obligations in accordance with the Secured Debt Documents.

Part III

Limitations applying to German Guarantors

i. In this Part III:

“Accounting Principles” means generally accepted accounting principles in Germany,

including IFRS.

“Auditors’ Determination” shall have the meaning ascribed to that term in paragraph

(v) below.

“Enforcement Notice” shall have the meaning ascribed to that term in sub- paragraph

(iv) below.

“German Guarantor” means any Guarantor incorporated in Germany as (x) a limited

liability company (Gesellschaft mit beschränkter Haftung - GmbH) (a “German GmbH

Guarantor”) or (y) a limited partnership (Kommanditgesellschaft) with a limited

liability company as general partner (a “German GmbH & Co. KG Guarantor”) in

relation to whom the Representatives intend to demand payment under the indemnity

set out in Section 6 of this Agreement.

“Group” means the Target and its subsidiaries from time to time.

“Guaranteed Obligor” shall have the meaning ascribed to that term in sub- paragraph

(ii) below.

“Management Determination” shall have the meaning ascribed to that term in sub-

paragraph (iv) below.

“Net Assets” means the relevant company’s assets (Section 266 para.(2) A, B, C, D and

E German Commercial Code (Handelsgesetzbuch)), less the aggregate of its liabilities

(Section 266 para. (3) B (but disregarding any accruals (Rückstellungen)) in respect of

a potential enforcement of the Indemnity (as defined below) or any Security Document,

60 EU-DOCS\25771403.12

C, D and E German Commercial Code), the amount of profits (Gewinne) not available

for distribution to its shareholders in accordance with section 268 para. 8 German

Commercial Code and the amount of its stated share capital (Stammkapital).

“Subsidiary” means a subsidiary within the meaning of Section 17 German Stock

Corporation Act (Aktiengesetz).

ii. The Initial Purchasers and the Representatives agree not to enforce the indemnity

created under this Agreement by a German Guarantor (the “Indemnity”) if and to the

extent.

A. that this Indemnity secures any liability of an obligor which is an affiliate

(verbundenes Unternehmen) of that German Guarantor except for the liabilities of that

German Guarantor’s Subsidiaries (the “Down Stream Liabilities”) (other than liabilities

under this guarantee to the extent such Subsidiary’s guarantee does not secure Down

Stream Liabilities) (the “Guaranteed Obligor”); and

B. a payment under the indemnity would cause that German Guarantor’s (or, in the

case of a German GmbH & Co. KG Guarantor, its general partners’) Net Assets

(determined pursuant to paragraphs (iii), (iv) and/or (v) below) to be reduced below

zero, or further reduced if already below zero.

iii. For the purposes of the calculation of the Net Assets the following balance sheet items

shall be adjusted as follows:

A. the amount of any increase of the stated share capital (i) to the extent not fully

paid up and/or (ii) made out of the relevant German Guarantor’s earnings (Erhöhungen

des Stammkapitals aus Gesellschaftsmitteln) after the date hereof that has been effected

without the prior written consent of the Representatives, shall be deducted from the

stated share capital;

B. amounts owing to any member of the Group or any other affiliated company

which are subordinated by law or by contract to any Financial Indebtedness (as defined

in the Senior Facilities Agreement) outstanding under the Transaction Documents

(including, for the avoidance of doubt, obligations that would in an insolvency be

subordinated pursuant to section 39 para 1 no. 5 or section 39 para 2 of the German

Insolvency Code (Insolvenzordnung)) shall be disregarded, unless a waiver (Erlass) of

such loan provided to the relevant German Guarantor (or, in the case of a GmbH &

Co. KG Guarantor, its general partner) (A) would not be permitted under the

Transaction Documents or (B) would result in that member of the Group or other

affiliated company breaching its obligations under Section 30 GmbHG or any similar

provision of any other jurisdiction applicable to it;

C. liabilities incurred by the relevant German Guarantor in violation of the

Transaction Documents shall be disregarded.

iv. The relevant German Guarantor shall deliver to the Representatives, within 20 Business

Days after receipt from the Representatives of a payment demand under this Indemnity

(the “Enforcement Notice”), its up-to-date balance sheet, or in the case of a German

GmbH & Co. KG Guarantor its and its general partner’s balance sheet, together with a

detailed calculation of the amount of its Net Assets taking into account the adjustments

61 EU-DOCS\25771403.12

set forth in paragraph (iii) above (the “Management Determination”). The Management

Determination shall be prepared as of the date of receipt of the Enforcement Notice.

v. Following the Representatives’ receipt of the Management Determination, upon request

by the Representatives (acting reasonably), the relevant German Guarantor shall deliver

to the Representatives within 20 Business Days of such request its up-to-date balance

sheet, or in the case of a German GmbH & Co. KG Guarantor its and its general

partner’s balance sheet, drawn-up by its auditor together with a detailed calculation of

the amount of the Net Assets taking into account the adjustments set forth in paragraph

(iii) above (the “Auditors’ Determination”). Such balance sheet and Auditors’

Determination shall be prepared in accordance with the Accounting Principles as

consistently applied. The Auditors’ Determination shall be prepared as of the date of

receipt of the Enforcement Notice.

vi. The Representatives shall be entitled to demand payment under this Indemnity in an

amount which would, in accordance with the Management Determination or, if

applicable and taking into account any previous enforcement in accordance with the

Management Determination, the Auditors’ Determination, not cause a German

Guarantor’s Net Assets, or in the case of a German GmbH & Co. KG Guarantor, its

general partner’s Net Assets, to be reduced below zero or further reduced if already

below zero. If and to the extent that the Net Assets as determined by the Auditors’

Determination are lower than the amount enforced (A) in accordance with the

Management Determination or (B) without regard to the Management and/or Auditors’

Determination, the Representatives shall upon written demand by a German Guarantor

to the Representatives, repay to the relevant German Guarantor (or in case of a German

GmbH & Co. KG Guarantor to its general partner) such excess enforcement proceeds,

provided that such demand for repayment is made by the relevant German Guarantor

to the Representative within two months (Ausschlussfrist) after the Auditor’s

Determination has been delivered within twenty (20) Business Days as required by

paragraph (v) above.

vii. No reduction of the amount enforceable pursuant to this Part III will prejudice the right

of the Representatives to continue to enforce the Indemnity (subject always to the

operation of the limitations set out above at the time of such enforcement) until full

satisfaction of the claims under the Indenture.

viii. Each German Guarantor shall (and, in the case of a German GmbH & Co. KG

Guarantor, its general partner shall) use commercially reasonable endeavors to the

extent legally permitted to avoid the enforcement of the Indemnity created under this

Agreement becoming limited pursuant to the terms of this Part III and shall in particular

within three (3) months after receipt of the Enforcement Notice realize, to the extent

legally permitted and commercially justifiable and to the extent necessary to satisfy the

secured claims, any and all of its assets which are not required for the relevant German

Guarantor’s business (nicht betriebsnotwendig) that are shown in the balance sheet with

a book value (Buchwert) that is substantially lower than the market value of the relevant

assets if, as a result of the enforcement of the Indemnity, its Net Assets would be

reduced below zero or further reduced if already below zero.

ix. The restriction under paragraph (ii) above shall not apply:

62 EU-DOCS\25771403.12

A. to the extent that the Indemnity secures (A) any proceeds from the offering of

the Notes to the extent such proceeds are on-lent, actually disbursed to the relevant

German Guarantor or any of its Subsidiaries and not repaid;

B. for so long as the relevant German Guarantor has not complied its obligation to

deliver the Management Determination and the Auditor’s Determination, in each case

together with an up-to-date balance sheet, in accordance with the requirements set out

in paragraph (iv) and (v) above;

C. if the relevant German Guarantor (as dominated entity) is subject to a

domination and/or profit transfer agreement (Beherrschungs- und/oder

Gewinnabführungsvertrag) (a “DPTA”) with the Guaranteed Obligor, whether directly

or indirectly through a chain of DPTAs between each company and its shareholder (or

in case of a German GmbH & Co. KG Guarantor between its general partner and its

shareholder), unless the existence of such DPTA does not lead to the inapplicability of

section 30 para 1 of the German Limited Liability Companies Act (Gesetz betreffend

die Gesellschaften mit beschränkter Haftung);

D. if and to extent the relevant German Guarantor has on the date of enforcement

of the guarantees a fully recoverable indemnity or claim for refund (“vollwertiger

Gegenleistungs-oder Rückgewähranspruch”) against its shareholder or the Guaranteed

Obligor; or

E. if and to the extent that they are not necessary for the purposes of protecting a

German Guarantor’s directors according to section 30 para 1 of the German Limited

Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter

Haftung).

x. Based on the commercial projection regarding the relevant German Guarantor’s

liquidity and the probability of enforcement of the Indemnity (kaufmännische

Prognoseentscheidung) as of the date hereof, the parties to this Agreement assume that

the granting of the Indemnity hereunder will not result in illiquidity

(Zahlungsunfähigkeit) of any German Guarantor. Should new legislation or

jurisprudence of the Federal Court of Justice (BGH) come into force after the date

hereof and should such law or court ruling trigger a German Guarantor’s managing

directors’ liability pursuant to Sections 64 sentence 3 GmbHG or Section 826 German

Civil Code for the granting of the Indemnity, the Representatives shall upon the relevant

German Guarantor’s managing directors’ request enter into negotiations on possible

amendments to this Part III to the extent necessary to avoid the managing directors’

personal liability resulting from the granting of the Indemnity.

xi. This Part III shall not prevent any German Guarantor or its managing directors from

claiming in court that an enforcement of the Indemnity would trigger a liability of the

relevant German Guarantor’s managing directors pursuant to Sections 64 Sentence 3

GmbHG or Section 826 German Civil Code resulting from the granting of the

Indemnity. If and to the extent that an action is brought to a competent court either (A)

by the relevant German Guarantor’s managing directors within three (3) months after

an Enforcement Notice has been given or (B) by the Representatives, and if and to the

extent a court holds that the Indemnity triggers such liability in a final judgment (or

incidentally in such final judgment), the enforcement of the Indemnity shall be limited

to an amount that avoids such liability. If payments have already been made to the

63 EU-DOCS\25771403.12

Representatives, the Representatives shall repay to the relevant German Guarantor the

amount necessary to avoid such liability.

Part IV

Limitations for Italian Guarantors

For the purposes of this Part IV:

“Acquisition Amounts” means any amounts of the Notes the purpose or the actual use of which

is to finance, directly or indirectly, the acquisition of any Guarantor incorporated or established,

as the case may be, under the laws of the Republic of Italy (the “Italian Guarantor”) (or any of

its direct or indirect holding companies) and/or the subscription of any shares or quota in any

Italian Guarantor (or any of its direct or indirect holding companies) (or to refinance, directly

or indirectly, any existing indebtedness incurred for such purposes) and/or the payment of any

fees, costs and expenses, stamp, registration or other Taxes in connection therewith.

“Guaranteed Tranche” means the aggregate amount of the Notes other than the Acquisition

Amounts.

Notwithstanding any other provisions to the contrary in this Agreement, the guarantee granted

by any Italian Guarantor under the Guarantee shall not exceed an amount equal to the lower

of:

(a) the original principal amount of the Guaranteed Tranche reduced, from time to time, by

an amount equal to any redemption of the principal amount of the Notes multiplied by

the ratio of (I) the original principal amount of the Guaranteed Tranche to (II) the

original principal amount of the Notes; and;

(b) the aggregate amount of any intercompany loans (or any other financial support in any

form) which are made available from time to time to such Italian Guarantor (or any of

its direct or indirect subsidiaries (determined in accordance with article 2359 of the

Italian Civil Code)) by the Issuer or any Guarantor hereunder whether or not repaid at

that time,

provided that in order to comply with the provisions of Italian law in relation to financial

assistance (including article 2358 and/or article 2474, as applicable, of the Italian Civil Code),

no Italian Guarantor shall be liable as a Guarantor under this Agreement in relation to:

(i) the obligations of the Issuer in respect of any Acquisition Amounts;

(ii) the obligations of any Guarantor under any guarantee given by such Guarantor in

respect of the obligations referred to in paragraph (i) above.

Without prejudice to the provisions of the paragraphs above:

(A) in order to comply with the mandatory provisions of Italian law in relation to (i)

maximum interest rates (including Law No. 108 of 7 March 1996 (as amended and/or

restated from time to time, the “Italian Usury Law”) and article 1815 of the Italian Civil

Code) and (ii) capitalization of interests (including article 1283 of the Italian Civil

Code), the obligations of any Italian Guarantor under this Agreement shall not include

and shall not extend to (x) any interest qualifying as usurious pursuant the Italian Usury

64 EU-DOCS\25771403.12

Law and (y) any interest on overdue amounts compounded in violation of the provisions

set forth by article 1283 of the Italian Civil Code, respectively; and

(B) in any event, pursuant to article 1938 of the Italian Civil Code, the maximum

amount that any Italian Guarantor may be required to pay in respect of its obligations

as Guarantor under this Agreement shall not exceed 120% of the proceeds from the

Notes.

Notwithstanding any provision to the contrary herein, if at any time any remuneration in excess

of the highest rate permitted by the Italian Usury Law, as subsequently amended, (the

“Maximum Rate”) is provided for in the Indenture, then in such event the remuneration payable

by the Italian Guarantor in respect of the amounts due pursuant to this Agreement shall not

exceed the Maximum Rate.

Part V

Limitations applying to Luxembourg Guarantors

In this Part V:

"Luxembourg Guarantor" means a Guarantor originally incorporated in

Luxembourg or whose "centre of main interests" within the meaning of the Regulation

(EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on

insolvency proceedings (recast) is in Luxembourg or whose place of central

administration (siège de l'administration centrale) within the meaning of the

Luxembourg act of 10 August 1915 on commercial companies, as amended.

Notwithstanding any provision to the contrary in this Agreement or in any other

Transaction Documents, the aggregate obligations and exposure of a Luxembourg

Guarantor under this Agreement shall be limited at any time to an aggregate amount

not exceeding the higher of:

(i) an amount equal to 95% (ninety five per cent) of such Luxembourg

Guarantor's (a) own funds (capitaux propres) (as determined by Annex

1 of the Grand-Ducal Regulation dated 18 December 2015 setting out

the form and the content of the presentation of the balance sheet and

profit and loss account in relation to, inter alia, article 34 of the

Luxembourg law dated 19 December 2002 on the commercial register

and annual accounts, as amended (the "2002 Law")) (the "Own Funds")

and (b) such Luxembourg Guarantor's debt which is subordinated in

right of payment (whether generally or specifically) to any claim of any

Finance Party under any of the Transaction Documents (the

"Subordinated Debt"), as reflected in the financial information of the

Luxembourg Guarantor available to the Trustee at the date of this

Agreement or, as applicable, its accession thereto as a Luxembourg

Guarantor, including, without limitation, its most recently and duly

approved financial statements (comptes annuels) and any (unaudited)

interim financial statements signed by its board of managers (gérants)

or, as applicable, board of directors (administrateurs); and

65 EU-DOCS\25771403.12

(ii) an amount equal to 95% (ninety five per cent) of such (a) Luxembourg

Guarantor's Own Funds and its (b) Subordinated Debt, as reflected in the

financial information of the Luxembourg Guarantor available to the

Agent at the date the guarantee is called, including, without limitation,

its most recently and duly approved financial statements (comptes

annuels) and any (unaudited) interim financial statements signed by its

board of managers (gérants) or, as applicable, board of directors

(administrateurs).

Should the financial information referred to in clause (i) and (ii) above not be available

on the date of this Agreement (or on the date of accession to this Agreement) or on the

date the guarantee is called, as the case may be, such financial information will be

determined by the Trustee or any other person designated by the Trustee, acting

reasonably, in accordance with the Luxembourg accounting principles applicable to the

relevant Luxembourg Guarantor and at the cost of such Luxembourg Guarantor.

For the purposes of determining the amount of Own Funds (and by derogation to the

rules contained in the 2002 Law and Grand-Ducal Regulation dated 18 December 2015

setting out the form and the content of the presentation of the balance sheet and profit

and loss account), the assets of the Luxembourg Guarantor will be valued at their

market value rather than their book value by the Trustee acting in its sole commercially

reasonable discretion.

The above limitation shall not apply:

i. in respect of any amounts due under this Agreement by the Issuer or a Guarantor

which is a direct or indirect subsidiary of that Luxembourg Guarantor;

ii. in respect of any amounts due under the Transaction Documents by the Isuser

or a Guarantor which is not a direct or indirect subsidiary of that Luxembourg

Guarantor and which have been on-lent to or made available by whatever means

to that Luxembourg Guarantor or any of its direct or indirect subsidiaries.

EU-DOCS\25771403.12

ANNEX A

Written Communications

[None.]

EU-DOCS\25771403.12

ANNEX B

Pricing Term Sheet

* * *

See attached.

Strictly Confidential

Not for general circulation in the United States

Pricing Supplement dated 16 October 2019 to the Preliminary Offering Memorandum

dated 7 October 2019 of Motion Bondco DAC

Motion Bondco DAC

$410,000,000 6.625% Senior Notes due 2027

€370,000,000 4.500% Senior Notes due 2027

This Pricing Supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary

Offering Memorandum dated 7 October 2019 (the “Preliminary Offering Memorandum” and, together with this

Pricing Supplement, the “Disclosure Package”). The information in this Pricing Supplement supplements and

supersedes the Preliminary Offering Memorandum to the extent inconsistent with the information in the

Preliminary Offering Memorandum. The Preliminary Offering Memorandum is incorporated by reference herein.

Unless otherwise indicated, capitalized terms used but not defined herein have the meanings given to them in the

Preliminary Offering Memorandum.

Tranche: $410,000,000 6.625% Senior Notes due 2027

(the “Dollar Notes”)

€370,000,000 4.500% Senior Notes due 2027

(the “Euro Notes”)

Issuer: Motion Bondco DAC Issue Date Guarantors: Motion Midco Limited, Motion Acquisition Limited, Motion Finco S.à r.l., Motion

Finco 2 S.à r.l., Motion Finco, LLC

Post-Completion

Guarantors:

Merlin Entertainments plc, Madame Tussauds Touring Exhibition Limited, Merlin Attractions Operations Limited, Merlin Entertainments (Dungeons) Limited, Merlin Entertainments Group Holdings Limited, Merlin Entertainments (SEA LIFE) Limited, LEGOLAND ApS, Dungeon Deutschland GmbH, Heide-Park Soltau GmbH, LEGOLAND Deutschland Freizeitpark GmbH, Legoland Deutschland GmbH, Madame Tussauds Deutschland GmbH, Sea Life Deutschland GmbH, Gardaland S.r.l., LEGOLAND California, LLC, LEGOLAND Discovery Centre US, LLC, LEGOLAND New York LLC, Madame Tussaud Las Vegas LLC, Madame Tussaud’s New York LLC, Merlin Entertainments Group Florida LLC, Merlin Entertainments Group U.S. Holdings Inc., Merlin Entertainments North America LLC, Sea Life Minnesota LLC, Sea Life US LLC

Security: As set forth in the Preliminary Offering Memorandum

Distribution: Rule 144A / Regulation S (without registration rights)

Aggregate Principal

Amount:

$410,000,000 €370,000,000

Gross Proceeds: $410,000,000 €370,000,000

Coupon: 6.625% per annum 4.500% per annum

Interest Payment Dates: 15 May and 15 November of each year, commencing 15 May 2020

Interest Record Dates: 1 May and 1 November The Business Day immediately preceding

the Interest Payment Date

2

Tranche: $410,000,000 6.625% Senior Notes

due 2027 (the “Dollar Notes”)

€370,000,000 4.500% Senior Notes

due 2027 (the “Euro Notes”)

Maturity Date: 15 November 2027

Offering Price: 100.000% plus accrued interest from the

Issue Date, if any

100.000% plus accrued interest from the

Issue Date, if any

Yield to Maturity: 6.625% 4.500%

Benchmark: UST 2.25% due 15 November 2027 DBR 5.625% due 4 January 2028

Spread to Benchmark: 494 bps 501 bps

Identification Numbers: ISINs: US61978XAA54 (144A) /

USG6329EAB95 (Reg S)

CUSIPs: 61978X AA5 (144A) /

G6329E AB9 (Reg S)

ISINs: XS2064643641 (144A) /

XS2064643484 (Reg S)

Common Codes: 206464364 (144A) /

206464348 (Reg S)

Optional Redemption: Prior to 15 November 2022: make-whole

(Treasury + 50 bps)

On or after 15 November 2022:

103.3125%

On or after 15 November 2023:

101.65625%

On or after 15 November 2024 and

thereafter: 100.000%

Prior to 15 November 2022: make-whole

(Bund Rate + 50 bps)

On or after 15 November 2022:

102.250%

On or after 15 November 2023:

101.125%

On or after 15 November 2024 and

thereafter: 100.000%

Change of Control

Triggering Event:

Put at 101% of principal plus accrued and unpaid interest, if any, subject to

Consolidated Total Debt Ratio being greater than 5.75 to 1.00 after giving pro forma

effect to such Change of Control

Optional Redemption

upon Certain Tender

Offers:

In connection with any tender offer for, or other offer (including a Change of Control

Offer, Alternate Offer or Asset Sale Offer) for either series of the Notes, if holders of

not less than 90% of the aggregate principal amount of the then outstanding Notes of

such series (excluding any Notes owned by an Affiliate of the Issuer) validly tender

and do not validly withdraw such Notes in such offer and the Issuer, or a third party

making such offer in lieu of the Issuer, purchases all of the Notes of such series validly

tendered and not validly withdrawn by such holders, the Issuer or such third party will

have the right to redeem all the Notes of such series that remain outstanding following

such purchase at a redemption price equal to the price offered plus, to the extent not

included in the offer payment, accrued and unpaid interest, if any, thereon, to, but

excluding, the redemption date.

Redemption with

Proceeds of an Equity

Offering:

At any time prior to 15 November 2022, the Issuer may redeem up to 40% of the

aggregate principal amount of each of the Dollar Notes and the Euro Notes (including

the principal amount of any additional Notes of the same series of Notes) using the net

proceeds of one or more specified equity offerings at a redemption price equal to

106.625% and 104.500% in respect of the Dollar Notes and the Euro Notes,

respectively, of the principal amount of the series of Notes so redeemed, in each case

plus accrued and unpaid interest and additional amounts, if any, to, but not including,

the applicable date of redemption; provided that at least 50% of the aggregate principal

amount of such series (in each case, including any additional Dollar Notes or Euro

Notes, as the case may be) remains outstanding after each such redemption (unless all

Notes of such series are redeemed substantially concurrently).

Special Mandatory

Redemption:

If the conditions to the release of the Escrowed Property have not been satisfied on or

prior to March 31, 2020, or upon the occurrence of certain other events, the Notes will

be subject to a special mandatory redemption. The special mandatory redemption price

3

Tranche: $410,000,000 6.625% Senior Notes

due 2027 (the “Dollar Notes”)

€370,000,000 4.500% Senior Notes

due 2027 (the “Euro Notes”)

of the Notes will be equal to 100% of the aggregate issue price of the Notes, plus

accrued and unpaid interest and additional amounts, if any, to, but excluding such

special mandatory redemption date.

Denominations: Minimum denominations of $200,000 and

integral multiples of $1,000 in excess

thereof

Minimum denominations of €100,000 and

integral multiples of €1,000 in excess

thereof

Trade Date: 16 October 2019

Settlement Date: 4 November 2019 (T+13)

Expected Ratings: B3 (Moody’s) / B- (S&P)

A securities rating is not a recommendation to buy, sell or hold securities and may be

subject to revision or withdrawal at any time.

Listing: Application will be made to The International Stock Exchange Authority Limited for

the listing of and permission to deal in the Notes on the Official List of The

International Stock Exchange.

There can be no assurance that the Notes will be listed on the Official List of The

International Stock Exchange, that such permission to deal in the Notes will be granted

or that such listing will be maintained.

Joint Bookrunners: Deutsche Bank AG, London Branch

(B&D), BofA Securities, Inc., Barclays

Bank PLC, HSBC Bank plc, Mizuho

Securities USA LLC, UniCredit Bank AG

Deutsche Bank AG, London Branch

(B&D), Merrill Lynch International,

Barclays Bank PLC, HSBC Bank plc,

Mizuho Securities Europe GmbH,

UniCredit Bank AG

Co-Manager: Blackstone Advisory Partners L.P. Blackstone Advisory Partners L.P.

4

AMENDMENTS TO THE PRELIMINARY OFFERING

MEMORANDUM

In addition to the pricing information above, this Pricing Supplement amends and updates certain sections of the

Preliminary Offering Memorandum, as described below. Additional conforming changes are made to the Preliminary

Offering Memorandum to reflect the changes described herein. Section references in the amended sections below refer to

the sections of the Preliminary Offering Memorandum as amended and supplemented by this Pricing Supplement.

***

The following line items in the table under the caption titled “Other Operating, Financial and Pro Forma Financial

Information” on page 34 and footnote (7) thereto on pages 36 and 37 of the Preliminary Offering Memorandum are

hereby amended as follows:

As at and

for the 52

weeks

ended

29 June

2019 Pro forma net indebtedness (excluding leases)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . 3,028

Pro forma cash interest expense (excluding leases)(7)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . 145

Ratio of Pro forma net indebtedness (excluding leases) to pro forma EBITDA(2)(5)

. . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.0x

Ratio of Pro forma net indebtedness (excluding leases) to pro forma operating free cash flow(5)(6)

. . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4x

Ratio of pro forma EBITDA to pro forma cash interest expense (excluding leases)(2)(7)

. . . . . . . . . . . .

. . . . . . . . . . . . . . . . . 3.5x

(7) Pro forma cash interest expense (excluding leases) represents estimated cash interest expense (excluding leases)

of Midco and its consolidated subsidiaries, including the Target, for the 52 weeks ended 29 June 2019, as adjusted

to give effect to the Transactions, as if the Transactions occurred on 1 July 2018. See “Summary—The

Transactions,” “Use of Proceeds” and “Capitalisation.” For purposes of calculating pro forma cash interest

expense, interest on the Notes and drawings under the Senior Facilities have been converted to pounds sterling

at an exchange rate of $1.2787 to £1.00 or €1.1590 to £1.00, as applicable, which was the exchange rate at the

close of trading on 15 October 2019, and interest on the Existing 2026 Notes has been converted to pounds

sterling at an exchange rate of $1.2696 to £1.00, which was the exchange rate at the close of trading on 29 June

2019. However, we may enter into currency and interest rate hedges after the Issue Date, from time to time, which

would impact the actual cash interest payable in connection with our indebtedness. Pro forma cash interest expense

(excluding leases) has been presented for illustrative purposes only and does not purport to represent what our

cash interest expense (excluding leases) would have actually been had the Transactions occurred on the date

assumed, nor does it purport to project our cash interest expenses (excluding leases) for any period or our financial

condition on any future date.

Except as otherwise shown above, the footnotes to the preceding table remain the same as those in the Preliminary Offering

Memorandum.

***

The first sentence, the second paragraph and the following line items in the table under the caption titled “Use of

5

Proceeds” on page 77 of the Preliminary Offering Memorandum are hereby amended as follows:

We estimate the gross proceeds of the Notes will be £640 million (equivalent).

The notional sources and uses necessary to consummate the Acquisition are shown in the table below. Actual amounts

will vary from the notional amounts presented here depending on several factors, including fluctuations in the exchange

rates amongst the U.S. dollar, the euro and the pound sterling, differences between our estimates of fees and expenses

and the actual fees and expenses as at the Acquisition Payment Date, the Acquisition Completion Date and the timing

of the actual Escrow Release Date. Amounts in the table below are notionally converted to pounds sterling at an exchange

rate of $1.2787 to £1.00 or €1.1590 to £1.00, as applicable, which was the exchange rate at the close of trading on 15

October 2019, except for the certain existing net indebtedness of the Target which has been converted to pounds sterling

at an exchange rate of $1.2696 to £1.00, which was the exchange rate at the close of trading on 29 June 2019.

Sources of Funds (£ in millions) Uses of Funds (£ in millions)

Senior Facilities(1) .................................. 2,206

Acquisition of share capital of the

Target(4)................................................. 4,693

Dollar Notes offered hereby(2) ................ 321

Refinancing certain existing net

indebtedness of the Target(5) ................. 661

Euro Notes offered hereby(2) .................. 319

Cash to the balance sheet of the

Target(6)................................................. 133

Equity Contribution(3) ............................ 2,873 Transaction fees and expenses(7) ........... 232

Total Sources ........................................ 5,719 Total Uses ............................................ 5,719

***

The “Transactions Adjustments” and the “As Adjusted” columns in the table under the caption titled “Capitalisation”

on page 79 of the Preliminary Offering Memorandum are hereby replaced with the following:

The Target Midco

As at 29 June

2019 Actual

Transactions

Adjustments(1

)

As at 29 June

2019

As Adjusted

(£ in millions)

Cash and cash equivalents(2) ............................................... 134 (1) 133

Senior Indebtedness:

Existing 2022 Notes(3)............................................................ 627 (627) —

Existing 2026 Notes(4)............................................................ 315 — 315

Existing Senior Facilities(5) .................................................... 168 (168) —

Senior Facilities(6) .................................................................. — 2,206 2,206

Junior Indebtedness:

Notes offered hereby(7) .......................................................... — 640 640

Total Indebtedness (excluding leases)(8) ............................. 1,110 3,161

Issued capital and reserves attributable to owners of the Target(9)

...............................................................................................

1,650

1,223 2,873

Non-controlling interest(10) .................................................... 5 — 5

Total equity .......................................................................... 1,655 2,878

Total capitalisation .............................................................. 2,765 6,039

The footnotes to the preceding table remain the same as those in the Preliminary Offering Memorandum.

***

Sub-clause (A) under clause (1) of the second paragraph under the caption titled “Description of Notes—Limitation on

6

Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” on page 250 of the Preliminary Offering

Memorandum is hereby replaced with the following:

(A)(i) $1,210.0 million, plus (ii) €1,460.0 million, plus (iii) $572.5 million, plus (iv) £400.0 million;

***

The last sentence of the fifth paragraph under the caption titled “Description of Notes—Limitation on Incurrence of

Indebtedness and Issuance of Disqualified Stock and Preferred Stock” on page 256 of the Preliminary Offering Memorandum

is hereby deleted.

***

The first sentence of the second paragraph under the caption titled “Description of Notes—Amendment, Supplement and

Waiver” on page 272 of the Preliminary Offering Memorandum is hereby replaced with the following:

The Indenture will provide that, without the consent of at least 90% of the affected Holders of Notes, an amendment or waiver

may not, with respect to any Notes held by a non-consenting Holder:

***

Item (4) of the second paragraph under the caption titled “Description of Notes—Amendment, Supplement and Waiver” on

page 272 of the Preliminary Offering Memorandum is hereby replaced with the following:

(4) (A) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on such Notes,

except a rescission of acceleration of a Series of Notes by the Holders of a majority in principal amount of all the then

outstanding Notes of such series, and a waiver of the payment default that resulted from such acceleration, or (B) waive a

Default or Event of Default in respect of a covenant or provision contained in the Indenture, the Notes or any Guarantee which

cannot be amended or modified without the consent of at least 90% of affected Holders;

***

Conforming changes will be made to the Offering Memorandum to reflect the above terms.

***

This communication is intended for the sole use of the person to whom it is provided by the sender. Distribution of this

Pricing Supplement to any persons other than the person receiving this electronic transmission and its respective agents, and

any persons retained to advise the person receiving this electronic transmission, is unauthorized. Any photocopying, disclosure

or alteration of the contents of this Pricing Supplement or any portion thereof by electronic mail or any other means to any

person other than the person receiving this electronic transmission is prohibited. By accepting delivery of this Pricing

Supplement, the recipient agrees to the foregoing.

Before you invest, you should read the Preliminary Offering Memorandum for more complete information about the Issuer

and the Offering.

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to

any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as

amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold within the United

States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act and such other securities laws. Accordingly, the Securities are

being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the

United States to non-U.S. persons in compliance with Regulation S under the Securities Act. For details about eligible offers,

deemed representations and agreements by investors and transfer restrictions, see “Notice to Investors” in the Preliminary

Offering Memorandum.

7

The Preliminary Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of the

European Economic Area has been made to a person who is not a retail investor (within the meaning of point (11) of Article

4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or a customer within the meaning of Directive (EU) 2016/97 (as

amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined

in point (10) of Article 4(1) of MiFID II) and the Notes have not been offered, sold or otherwise made available and will not

be offered, sold or otherwise made available to any retail investor in the European Economic Area.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS

COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE

AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG

OR ANOTHER EMAIL SYSTEM.

EU-DOCS\25771403.12

ANNEX C

Form of Accession Agreement

This ACCESSION AGREEMENT (this “Accession Agreement”), dated as of [●], is

made by [●] (each, a “Post-Completion Guarantor” and collectively, the “Post-Completion

Guarantors”) under the Purchase Agreement referred to below.

WHEREAS, a purchase agreement dated as of October 16, 2019 (the “Purchase

Agreement”) has been entered into by and among Motion Bondco Designated Activity

Company, a designated activity company incorporated under the laws of Ireland (the “Issuer”)

and the initial purchasers named in Schedule I thereto (the “Initial Purchasers”), in connection

with the purchase and sale by the Initial Purchasers of €370 million in aggregate principal

amount of the Issuer’s 4.500% Senior Notes due 2027 and $410 million in aggregate principal

amount of the Issuer’s 6.625% Senior Notes due 2027.

WHEREAS, the Purchase Agreement contemplates that each Post-Completion

Guarantor will accede to the Purchase Agreement within 120 days from the Acquisition

Completion Date, and substantially simultaneously with such Post-Completion Guarantor’s

guarantee of obligations under the Senior Facilities Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable

consideration, the receipt of which is hereby acknowledged, each Post-Completion Guarantor

hereby covenants and agrees:

1. Capitalized Terms. Capitalized terms used in this Accession Agreement and

not otherwise defined in this Accession Agreement shall have the meanings ascribed to them

in the Purchase Agreement.

2. Agreement to Accede. Each Post-Completion Guarantor, as of the date hereof,

hereby agrees to accede to the Purchase Agreement on the terms and conditions set forth in this

Accession Agreement and the Purchase Agreement and shall have the rights and obligations

thereunder as if it had executed the Purchase Agreement as a Guarantor. In connection with

such accession, each Post-Completion Guarantor agrees to be bound by all of the

representations, warranties, covenants, stipulations, promises, agreements and other

obligations applicable as set forth in the Purchase Agreement, to the extent permitted by

applicable law, as of the dates provided therein. On and after the date of this Accession

Agreement, each reference to the “Purchase Agreement” or “this Agreement”, or words of like

import referring to the Purchase Agreement, shall mean the Purchase Agreement together with

this Accession Agreement and any other Accession Agreement entered into on or prior to the

date hereof.

3. Governing Law. This Accession Agreement will be governed by and construed

in accordance with the laws of the State of New York applicable to contracts made and to be

performed within the State of New York.

4. Effect of Headings. The Section headings used herein are for convenience only

and shall not affect the construction hereof.

5. Successors. All covenants and agreements in this Accession Agreement by the

parties hereto shall bind their respective successors.

6. Counterparts. This Accession Agreement may be executed by any one or more

69 EU-DOCS\25771403.12

of the parties hereto in any number of counterparts, each of which shall be deemed to be an

original, but all such respective counterparts shall together constitute one and the same

instrument.

7. Consent to Jurisdiction; Appointment of Agent for Service. Each of the Post-

Completion Guarantors agree that any suit, action or proceeding against it brought by any

Initial Purchaser, the directors, officers, employees and agents of any Initial Purchaser, or by

any person who controls any Initial Purchaser, arising out of or based upon this Accession

Agreement, the Purchase Agreement or the transactions contemplated hereby or thereby may

be instituted in any state or federal court in the Borough of Manhattan in The City of New

York, New York, and waives any objection which it may now or hereafter have to the laying

of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of

such courts in any suit, action or proceeding. Each of the Post-Completion Guarantors will

have appointed, at or prior to the Accession Date, [●], with offices located at [●], Attn: [●], as

its authorized agent in any manner permitted by applicable law (the “Authorized Agent”) upon

whom process may be served in any suit, action or proceeding arising out of or based upon this

Accession Agreement, the Purchase Agreement or the transactions contemplated herein or

therein. Each of the Post-Completion Guarantors hereby represents and warrants that the

Authorized Agent will have accepted, at or prior to the Accession Date, such appointment and

will have agreed, at or prior to the Accession Date, to act as said agent for service of process,

and each of the Post-Completion Guarantors agree to take any and all action, including the

filing of any and all documents that may be necessary to continue such appointment in full

force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed,

in every respect, effective service of process upon the Post-Completion Guarantors.

[Signature page follows]

70 EU-DOCS\25771403.12

IN WITNESS WHEREOF, each of the undersigned has executed this Accession

Agreement as of the date first written above.

[●],

as a Post-Completion Guarantor

By:

_________________________

____________________

Name:

Title: