EXECUTION VERSION

PRIVATE & CONFIDENTIAL

To:

Cobham Ultra PIKCo S.à r.l. (the “PIK Issuer” or “you”)

2-4, rue Beck
L-1222 Luxembourg
Grand Duchy of Luxembourg

Attention: The Managers

13 August 2021

To whom it may concern,

Project Neptune – PIK Commitment Letter

1 Introduction

1.1 We are pleased to set out in this deed (this “letter”) and in the PIK Term Sheet (as defined below)
appended to this letter the terms and conditions on which we are willing to (in the amounts specified
next to our names in the table in Appendix A (PIK Notes Proportions / Amounts)):

(a) purchase and subscribe in cash for £315 million (equivalent) of private payment-in-kind
toggle floating rate notes to be issued by the PIK Issuer in accordance with the provisions
set out in the PIK Term Sheet (the “PIK Notes”); and

(b) provide the related interim facility in a principal amount equal to the PIK Notes (the
“Interim PIK Facility”), in accordance with the provisions of the Agreed Form Interim
PIK Facility Agreement (as defined below),

or, in each case, such lesser amounts as may be required (in the PIK Issuer’s sole discretion), as a
consequence of the operation of the other provisions of this letter.

1.2 We acknowledge that certain arrangers and underwriters have agreed to arrange, underwrite and
make available, an aggregate of:

(a) a £1,025 million (equivalent) senior secured term loan facility (“Facility B”) to be made
available in the tranches and currencies described in the Senior Facilities Term Sheet (as
described below) to Cobham Ultra SeniorCo S.à r.l. (the “Senior Borrower”); and

(b) a £190 million (equivalent) multicurrency senior secured revolving credit facility (the
“Revolving Facility” and, together with Facility B, the “Senior Facilities”) to be made
available to the Senior Borrower and other members of the Group,

and provide the related interim facilities in principal amounts equal to Facility B (“Interim Facility
B”) and the Revolving Facility (the “Interim Revolving Facility” and, together with Interim
Facility B, the “Interim Senior Facilities”), in each case, under a commitment letter (the
“Underwrite Commitment Letter”) and in accordance with the terms of a senior facilities term
sheet attached to this letter as Appendix B (Senior Facilities Term Sheet) (the “Senior Facilities
Term Sheet”). The Senior Facilities will be funded pursuant to a senior facilities agreement to be
entered into by, among others, the Senior Borrower and other members of the Group, which is based
on the terms of the Senior Facilities Term Sheet (the “Senior Facilities Agreement”) and is to be
based on the form of a senior facilities agreement provided to the Commitment Parties (as defined
 in the Underwrite Commitment Letter) (the “Precedent Senior Facilities Agreement”) prior to the
date of the Underwrite Commitment Letter.

1.3 We further acknowledge that certain purchasers have agreed to:

(a) purchase and subscribe in cash for £330 million (equivalent) of private senior unsecured
floating rate notes to be issued by Cobham Ultra SunCo S.à r.l (the “SUN Issuer”) in
accordance with the provisions set out in the SUN Term Sheet (as defined below) (the
“SUNs”); and

(b) provide the related interim facility in a principal amount equal to the SUNs (the “Interim
SUN Facility”) in accordance with the provisions of an interim facilities agreement,

in each case, under a commitment letter (the “SUN Commitment Letter”) and in accordance with
the terms of a SUN term sheet attached to this letter as Appendix C (SUN Term Sheet) (the “SUN
Term Sheet”). The SUNs will be issued under an indenture to be entered into by, among others, the
SUN Issuer, which is to be based on the terms of the SUN Term Sheet (the “SUN Indenture”) and
the form of a senior unsecured notes indenture provided to the Commitment Parties (as defined in
the SUN Commitment Letter) (the “Precedent SUN Indenture”) prior to the date of the SUN
Commitment Letter.

1.4 The PIK Notes and the Interim PIK Facility are to be issued or provided in connection with, inter
alia, the Acquisition (as defined below), refinancing the existing indebtedness of the Target Group
(as defined in paragraph 1.7 below) and paying any fees, costs and expenses payable in connection
with such Acquisition or refinancing (the Acquisition and, together with such refinancing, payment
of such fees, costs and expenses and all related steps, the “Transaction”) by Bidco or certain other
members of the Group.

1.5 The PIK Issuer will be indirectly owned and controlled by:

(a) one or more funds, limited partnerships and other persons managed by or otherwise advised
by Advent International Corporation and/or any of its Affiliates or Related Funds (as
defined in the Agreed Form Interim PIK Facility Agreement (referred to in paragraph 1.6(c)
below)) (the “Sponsor”); and

(b) any other investors within the definition of Equity Investors (as defined in the Agreed Form
Interim PIK Facility Agreement) (together with the Sponsor, the “Investors”).

1.6 Our commitments are provided on the basis of, and are subject to, the terms and conditions set out
in:

(a) this letter;

(b) the term sheet in respect of the PIK Notes attached to this letter as Appendix D (PIK Term
Sheet) (the “PIK Term Sheet”);

(c) the agreed form of interim PIK facility agreement attached to this letter as Appendix E
(Agreed Form Interim PIK Facility Agreement) in respect of the Interim PIK Facility (the
“Agreed Form Interim PIK Facility Agreement”); and

(d) the closing payment letter dated on or around the date of this letter between the parties to
this letter in respect of the PIK Notes and the Interim PIK Facility (the “PIK Closing
Payment Letter”).

the documents described in this paragraph 1.6 (other than paragraph (c) above) together with the
Interim PIK Facility Agreement (as defined in paragraph 2.1 below), as such documents may be
amended, amended and restated, supplemented, modified, varied or replaced from time to time in
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 accordance with the amendment provisions contained within the relevant document, being the
“Commitment Documents”.

1.7 In the Commitment Documents, unless otherwise specified, references to:

“Acquisition” means “Acquisition” as defined in the Agreed Form Interim PIK Facility Agreement.

“Additional Commitment Party” means each person appointed as an original lender of the Interim
PIK Facility and as an original note purchaser in respect of the PIK Notes in accordance with
paragraph 4 (Appointment) below.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of
that person or any other Subsidiary of that Holding Company and, in the case of any limited
partnership, any entity (including any other limited partnership) which owns or controls or is owned
or controlled by the first limited partnership or is under common ownership or control with the first
limited partnership.

“Business Day” means “Business Day” under and as defined in the Agreed Form Interim PIK
Facility Agreement.

“Commitment Party” means each Original PIK Purchaser and each Additional Commitment Party.

“Interim PIK Closing Date” means “Interim Closing Date” as defined in the Agreed Form Interim
PIK Facility Agreement.

“Original PIK Purchaser” means each person named as an Original PIK Purchaser on the
signature pages to this letter.

“PIK Approved List” means the list of permitted transferees and assignees under the PIK
Indenture agreed by the PIK Issuer and the Original PIK Purchasers before the date of this letter
(as may be amended from time to time in accordance with the terms of the PIK Indenture).

“PIK Closing Date” means the date on which first payment is made to the shareholders of the
Target as required by the Offer (as defined in the Agreed Form Interim PIK Facility Agreement)
or Scheme (as defined in the Agreed Form Interim PIK Facility Agreement) (as applicable) in
accordance with the City Code; provided that the PIK Closing Date shall, for the purposes of the
Commitment Documents, be deemed not to have occurred until the first date on which all or part
of the PIK Notes are issued or released to complete an Acquisition.

“PIK Finance Documents” means the PIK Notes Documents as defined in the PIK Indenture.

“PIK Group” means the PIK Issuer together with its Restricted Subsidiaries (including, once
acquired, the Target Group).

“Related Fund” means “Related Fund” as defined in the Agreed Form Interim PIK Facility
Agreement.

“Subsidiary” means an entity of which a person has direct or indirect control or owns directly or
indirectly more than 50% of the share capital or similar right of ownership, provided that “control”
for this purpose means the power to direct the management and policies of the entity whether
through the ownership of share capital, contract or otherwise.

“Target” shall have the meaning given to that term under the Agreed Form Interim PIK Facility
Agreement.

“Target Group” shall have the meaning given to that term under the Agreed Form Interim PIK
Facility Agreement.
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1.8 Words and expressions defined in a Commitment Document (and, prior to the execution of the
Interim PIK Facility Agreement, the Agreed Form Interim PIK Facility Agreement) have the same
meaning in this letter and each other Commitment Document unless otherwise provided or the
context otherwise requires.

1.9 In addition, in this letter and the other Commitment Documents, unless otherwise provided or if the
context requires, a reference to “we”, “us”, “our” or the like shall be construed as a reference to the
Original PIK Purchasers each acting individually or together as the context requires.

2 Financing and Commitment

2.1 We are also pleased to confirm our unconditional and irrevocable undertaking to enter into and
execute (and/or to procure that any relevant Affiliate of ours enters into and executes) by no later
than twenty-four (24) hours (excluding any hour on any calendar day that is not a Business Day)
following written request by the PIK Issuer an interim facilities agreement (the “Interim PIK
Facility Agreement”) in respect of the Interim PIK Facility in substantially the form of the Agreed
Form Interim PIK Facility Agreement and including:

(a) such conforming amendments as shall be required to give effect to the appointment of any
Additional Commitment Party in accordance with the terms of this letter; and

(b) such other amendments which the parties hereto and any Additional Commitment Party
have agreed to.

2.2 The obligations under the Interim PIK Facility Agreement shall be separately enforceable in
accordance with its terms. The provisions of this letter will also remain in full force and effect
notwithstanding the entry into the Interim PIK Facility Agreement and the advance of funds
thereunder, unless this letter has been terminated in accordance with its terms.

2.3 We further refer to the letter from us dated on or around the date of this letter relating to the
documentary conditions precedent set out in Schedule 3 (Conditions Precedent) to the Agreed Form
Interim PIK Facility Agreement, as such letter may be amended, amended and restated,
supplemented, modified, varied or replaced from time to time (the “Interim PIK CP Satisfaction
Letter”).

2.4 The terms and conditions of this letter shall continue to apply for the purposes of paragraph (b) of
clause 3.1 (Conditions Precedent) of the Interim PIK Facility Agreement and the PIK Purchase
Agreement (as defined in paragraph 3 (Documentation) below) (once executed) and accordingly,
we confirm, in our various capacities under the Interim PIK Facility Agreement and the PIK
Purchase Agreement, that:

(a) all documents, evidence and other conditions to first utilisation of the Interim PIK Facility
referred to in paragraph 2.2(a) of the Interim PIK CP Satisfaction Letter:

(i) have been received by us, are in form and substance satisfactory to us and as such
the corresponding conditions precedent will be treated as having been satisfied on
the date of execution of the Interim PIK Facility Agreement; and

(ii) will be accepted by us in satisfaction of the equivalent conditions precedent in the

PIK Purchase Agreement on the date of execution of the PIK Purchase Agreement;
and

(b) all documents, evidence and other conditions to first utilisation of the Interim PIK Facility
referred to in paragraph 2.2(b) of the Interim PIK CP Satisfaction Letter:

(i) are in an agreed form; and

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 (ii) once executed and/or delivered in such agreed form (together with such
amendments as are not materially adverse to the interests of the Original Interim
PIK Facility Lenders (taken as a whole) under the Interim PIK Finance Documents
(as defined in the Interim PIK Facility Agreement) or any other changes or
additions approved by the Original PIK Purchasers (acting reasonably and in good
faith), as the case maybe, by the PIK Issuer (or such other relevant party):

(A) will be in form and substance satisfactory to us;

(B) will be accepted by us in satisfaction of the corresponding conditions

precedent in the Interim PIK Facility Agreement, which will be treated as
having been satisfied on the date of such execution and/or delivery and
following which the Interim PIK Facility shall be unconditionally
available for utilisation; and

(C) will be accepted by us in satisfaction of the equivalent conditions

precedent in any PIK Purchase Agreement on the date of execution of the
applicable PIK Purchase Agreement, once any necessary changes have
been made solely to reflect that funding will occur under the applicable
PIK Purchase Agreement (and not under the Interim PIK Facility
Agreement).

3 Documentation

3.1 It is acknowledged and agreed by the parties to this letter, but without affecting the rights and
obligations of the parties under the Interim PIK Facility Agreement, that it is the parties’ intention
that:

(a) the purchase of and subscription for the PIK Notes take place pursuant to a private senior
unsecured note purchase agreement and a notes indenture relating to the PIK Notes (the
“PIK Indenture” and the “PIK Purchase Agreement” respectively) and not the Interim
PIK Facility Agreement; and

(b) they will negotiate the PIK Purchase Agreement and related subordination deed in respect
of the PIK Notes (the “Subordination Deed”) and other PIK Finance Documents in good
faith to reflect the provisions set out in the Commitment Documents and use all reasonable
endeavours to execute the PIK Purchase Agreement, the PIK Indenture, the Subordination
Deed and the other PIK Finance Documents within twenty (20) Business Days (or such
longer date as may be mutually agreed) of the date on which the PIK Issuer notifies the
Commitment Parties accordingly but in any event ten (10) Business Days prior to the PIK
Closing Date (the “Proposed Signing Date”) (and if the PIK Issuer fails to so notify the
Commitment Parties, the Proposed Signing Date shall be deemed to be the date falling ten
(10) Business Days prior to the PIK Closing Date) so that funding of the Transaction may
take place pursuant to the PIK Purchase Agreement and not the Interim PIK Facility
Agreement.

3.2 If, despite negotiation in good faith and the use of all reasonable endeavours, the PIK Purchase
Agreement, the Subordination Deed and the other PIK Finance Documents have not been agreed by
the parties prior to the Proposed Signing Date, then on the date falling five (5) Business Days
thereafter (or such later date as counsel to the PIK Issuer has prepared a draft for signature on the
following basis) (but without affecting the rights and obligations of the parties under the Interim
PIK Facility Agreement) the parties each undertake to sign (where applicable to such party): (I) a
PIK Indenture and a PIK Purchase Agreement and (II) a Subordination Deed, which will contain:

(a) provisions which reflect the provisions of the Commitment Documents; and

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 (b) with respect to the PIK Indenture, the PIK Purchase Agreement and the Subordination
Deed:

(i) in relation to any general undertakings and associated definitions which are not (or
which are only partially) dealt with in the Commitment Documents, but which are
dealt with in the Senior Facilities Agreement, provisions which are consistent with
the corresponding provisions of the Senior Facilities Agreement;

(ii) in relation to any other matters and any PIK structural specific matters (including
any applicable structural protections and amendments to the applicability of
covenant permissions to reflect the PIK structure) which are not (or which are only
partially) dealt with in the Commitment Documents, but which are dealt with in the
form of private payment in-kind toggle notes purchase agreement (the “Precedent
PIK Purchase Agreement”) and/or related indenture (the “Precedent PIK
Indenture”) provided by you (or on your behalf) to the Original PIK Purchasers
prior to the date of this letter (such documents together, the “Precedent PIK
Agreements”), provisions which are consistent with the corresponding provisions
of the Precedent PIK Agreements (the “PIK Structural Amendments); and

(iii) the Subordination Deed, in relation to any matter which is not (or which is only
partially) dealt with in the Commitment Documents but which is dealt with in the
form of PIK subordination deed provided by you (or on your behalf) to the Original
PIK Purchasers prior to the date of this letter (the “Precedent Subordination
Deed”), provisions of which are consistent with the corresponding provisions of
the Precedent Subordination Deed,

in each case, amended as necessary to reflect the terms and conditions of transactions of the
Sponsor and/or its portfolio companies in the European leveraged finance market (“Market
Terms”) and the legal structure, capital structure and jurisdictions of the Offer and
Acquisition, the Target Group and the provisions of the Commitment Documents including,
but not limited to, in relation to PIK Indenture, the PIK Purchase Agreement and the Senior
Facilities Agreement, such conforming changes as required to reflect the applicable position
in the capital structure.

3.3 Notwithstanding paragraph 3.2 above, to the extent not set out in Schedule 1 (Key Baskets and
Thresholds) of the Senior Facilities Term Sheet (which is deemed adjusted to reflect the additional
flexibility applicable to the PIK Notes pursuant to the terms of the PIK Term Sheet):

(a) the thresholds and basket levels applicable to the representations, undertakings and events
of default in the PIK Indenture, the PIK Purchase Agreement and the Subordination Deed
(together the “Debt Financing Documents”) will be based on the Precedent Senior
Facilities Agreement, the Precedent PIK Agreements and/or the Precedent Subordination
Deed (as applicable) (together, the “Precedent Agreements”) and sized taking into account
(i) the anticipated operational requirements and flexibility of the Target Group following
the PIK Closing Date and/or any Acquisition and (ii) the additional flexibility applicable to
the PIK Notes and the PIK Group pursuant to the terms of the PIK Term Sheet; and

(b) to the extent such thresholds and basket levels cannot be agreed between the parties, the
thresholds and baskets in each Debt Financing Document will be based on the
corresponding thresholds and baskets in the relevant Precedent Agreement, proportionately
increased or decreased to reflect the difference in the EBITDA and gross assets (as relevant)
of the target group to which the relevant Precedent Agreements relate at the time of its
acquisition to the EBITDA and gross assets (as relevant) of the Target Group (ascertained
by reference to the latest available audited or unaudited financial statements of the PIK
Group and the Target Group and any related adjustments as included in the Base Case
Model) as amended as necessary to reflect the legal, capital structure, timing and
jurisdiction of the Acquisition, provided that any thresholds and/or basket levels so
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 determined by reference to the Precedent Senior Facilities Agreement or the Senior
Facilities Agreement shall be increased by the additional flexibility applicable to the PIK
Notes pursuant to the terms of the PIK Term Sheet,

in each case, in relation to any other matter which is not dealt with (or which is only partially dealt
with) in the Commitment Documents, provisions which are consistent with corresponding Market
Terms and which are no more restrictive to the PIK Group than the terms of the Precedent
Agreements and amended as necessary to reflect Market Terms and the legal structure, capital
structure, timing and jurisdictions of the Offer and Acquisition, the Target Group and the provisions
of the Commitment Documents and provided that no such thresholds or basket levels in the PIK
Indenture or the PIK Purchase Agreement shall be more onerous for the PIK Group or the Target
Group than those set out in the Senior Facilities Agreement (subject to, in respect of the PIK Group,
the PIK Structural Amendments).

3.4 In relation to any other matter in respect of any Debt Financing Document which is not dealt with
(or which is only partially dealt with) as provided in this paragraph 3, the relevant language shall
be:

(a) such option or language as is reasonably requested by the PIK Issuer; or

(b) if the PIK Issuer does not specify any option or language within five (5) Business Days of
the date of a written request by the Original PIK Purchasers, such option or language
reasonably requested by the Original PIK Purchasers.

3.5 The first draft of each Debt Financing Document will, unless otherwise agreed, be prepared by the
PIK Issuer’s lawyers on a basis that is consistent with the approach described in this paragraph 3.

4 Appointment

4.1 On acceptance of the offer set out in this letter and subject to the terms of this letter (including
paragraphs 4.2 and 15.5 below), and except as otherwise provided in the Commitment Documents,
the PIK Issuer:

(a) appoints each Original PIK Purchaser as an original lender of the Interim PIK Facility and
as an original note purchaser in respect of the PIK Notes and each Original PIK Purchaser
hereby agrees to act as an original lender of the Interim PIK Facility and as an original note
purchaser in respect of the PIK Notes; and

(b) agrees that no additional arrangers or original note purchasers in respect of the PIK Notes
and the Interim PIK Facility will be appointed, other than in accordance with this letter or
the other Commitment Documents.

4.2 Notwithstanding any other provision in the Commitment Documents, the Commitment Parties
acknowledge and agree that the PIK Issuer may, prior to the earlier of the initial utilisation date
under the Interim PIK Facility and the initial closing date under the PIK Purchase Agreement
mandate and appoint one or more other banks, financial institutions or other persons as Additional
Commitment Parties under any of the PIK Notes and the corresponding Interim PIK Facility (or
any combination thereof) as the PIK Issuer selects (in its sole discretion) provided that:

(a) any reduction in our commitments to make available the Interim PIK Facility and purchase
and subscribe in cash for the PIK Notes selected (and the reduction of the commitments of
any Additional Commitment Party previously appointed in accordance with this paragraph
4.2) required to accommodate an Additional Commitment Party’s participation shall be
made pro rata across the Interim PIK Facility and the PIK Notes selected to our (and any
other Additional Commitment Parties’) respective commitments in such Interim PIK
Facility and such Notes unless otherwise agreed with us; and

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 (b) subject to the proviso set out in paragraph 4.1(b) above, we and any Additional
Commitment Party participate in the Interim PIK Facility and the PIK Notes selected on
the same terms (or terms more favourable to the initial Commitment Parties) contained
within this letter (other than with respect to the amount of our and any Additional
Commitment Party’s commitments in the Interim PIK Facility and the PIK Notes selected
which may be different) and the other Commitment Documents with the same pro rata
economics in relation to their commitments under the Interim PIK Facility and such series
of PIK Notes with all such fees in respect of the Interim PIK Facility or series of Notes
being split pro rata to our and any Additional Commitment Party’s respective commitments
under the Interim PIK Facility or series of PIK Notes (other than any trustee or similar fees
payable to us or an Additional Commitment Party pursuant to any agency fee letters).

4.3 We confirm that, the PIK Issuer may in its sole discretion appoint any person as:

(a) notes trustee in respect of the PIK Notes (the “PIK Notes Trustee”);

(b) a security agent in respect of the PIK Notes (the “PIK Security Agent”);

(c) Interim PIK Facility Agent (as defined in the Interim PIK Facility Agreement); and

(d) Interim Security Agents (as defined in the Interim PIK Facility Agreement),

provided that we acknowledge that:

(i) the PIK Notes Trustee and the Security Agent shall be appointed by the PIK Issuer
in accordance with the PIK Term Sheet; and

(ii) the Interim PIK Facility Agent and the Interim Security Agent shall be appointed
by the PIK Issuer in accordance with this letter and the Interim PIK Facility
Agreement.

4.4 We confirm that:

(a) our commitments under this letter are not conditional on being appointed as PIK Notes
Trustee, Security Agent, Interim PIK Facility Agent and/or Interim Security Agent; and

(b) we will accept the appointment of any Commitment Party, any of their Affiliates or any
other person selected by the PIK Issuer as PIK Notes Trustee, Security Agent, Interim PIK
Agent and/or Interim Security Agent.

4.5 We hereby undertake, upon the request of the PIK Issuer, to enter into new Commitment Documents
and any other appropriate documentation to amend or replace the Commitment Documents, the
Interim PIK Facility Agreement, the PIK Purchase Agreement, the PIK Indenture, the Subordination
Deed, the other PIK Finance Documents, and the Interim PIK Finance Documents (as defined in the
Interim PIK Facility Agreement) to reflect any changes required to reflect the accession of each of
the Additional Commitment Parties and joining such Additional Commitment Parties as a party to
the relevant document.

4.6 The obligations of the Commitment Parties are several. No Commitment Party is responsible for the
obligations of any other Commitment Party.

5 Conditions

5.1 The commitment of each Original PIK Purchaser to purchase the PIK Notes and/or make available
a portion of the Interim PIK Facility, in each case on the terms and subject to the conditions set out
in the Commitment Documents (but not the commitment to make available the Interim PIK Facility
or the rights and obligations of the parties under the Interim PIK Facility Agreement), is subject
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 only to the execution of the PIK Purchase Agreement and the Subordination Deed in accordance
with paragraphs 2 (Financing and Commitment) and 3 (Documentation) above and there are no
other conditions, express or implied, to such commitment.

5.2 Without limiting the conditions precedent provided herein to funding the consummation of the
Acquisition with the proceeds of the PIK Notes, the Commitment Parties will cooperate with you
as reasonably requested in coordinating the timing and procedures for the issuance of the PIK Notes
and the making available of the Interim PIK Facility (as applicable) in a manner consistent with the
Acquisition Documents.

5.3 For the avoidance of doubt and notwithstanding any provision to the contrary in the Commitment
Documents, we hereby acknowledge and agree that our obligation to make available the Interim
PIK Facility is subject only to the terms and conditions set out in the Interim PIK Facility Agreement
and nothing in the Commitment Documents (including, without limitation, any breach or
termination of this letter or any failure to agree any documents pursuant to paragraph 2 (Financing
and Commitment)) above shall prevent us from funding, participating or making available the
Interim PIK Facility in accordance with the provisions of the Interim PIK Facility Agreement.

5.4 Each Commitment Party confirms that:

(a) it has completed and is satisfied with the results of:

(i) all client identification procedures in respect of the Investors, the Obligors (as
defined in the Agreed Form Interim PIK Facility Agreement) and Cobham Ultra
Holdings Limited, Cobham Ultra TopCo S.à r.l., Cobham Ultra PIKCo S.à r.l.,
Cobham Ultra MidCo S.à r.l. and Cobham Ultra SunCo S.à r.l., that, in each case,
it is required to carry out in connection with subscribing for the PIK Notes or, as
the case may be, making the Interim PIK Facility available in connection with the
Transaction and assuming its other liabilities and assuming and performing its
obligations under the Commitment Documents, in compliance with all applicable
laws, regulations and internal requirements (including, without limitation, all
applicable money laundering rules and “know your customer” requirements); and

(ii) all due diligence which has been carried out by it, or on its behalf, in respect of the
Transaction and assuming its liabilities and assuming and performing its
obligations under the Commitment Documents, in relation to the PIK Group (as
defined in the PIK Term Sheet) and the Target Group and that it has no further due
diligence requirements;

(b) it has obtained all necessary approvals (including credit committee approvals and all other
relevant internal approvals) to allow it to purchase the PIK Notes and make available the
Interim PIK Facility in the amounts specified in this letter and does not require any further
internal credit sanctions or other approvals in order to purchase the PIK Notes or make
available the Interim PIK Facility in such amounts; and

(c) it has received, reviewed and is satisfied with the form of:

(i) the draft Announcement;

(ii) PIK Approved List;

(iii) each of the legal opinions set out in paragraph 3 of Part I (Conditions Precedent to
Signing) of Schedule 3 (Conditions Precedent) to the Agreed Form Interim PIK
Facility Agreement;

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 (iv) each of the Reports as defined in Part I (Conditions Precedent to Signing) of
Schedule 3 (Conditions Precedent) to the Agreed Form Interim PIK Facility
Agreement; and

(v) the base case model set out in paragraph 6 of Part I (Conditions Precedent to
Signing) of Schedule 3 (Conditions Precedent) to the Agreed Form Interim PIK
Facility Agreement,

in each case, in such form provided to us on or prior to the date of this letter and that we
will accept in satisfaction of any condition precedent to the availability of the Interim PIK
Facility or, as the case may be, the issuance of the PIK Notes or requiring delivery of that
document a final version of the document which is not different in respects which are
materially adverse to our interests in respect of the Interim PIK Facility or PIK Notes (as
applicable) compared to the version of the document accepted by us pursuant to this
paragraph (c) and for these purposes we agree that any changes made to the approved Tax
Structure Memorandum in connection with any Holdco Financing (as such term is defined
in the Agreed Form Interim Facilities Agreement) will not be considered to be a material
and adverse change to the Tax Structure Memorandum, provided that the terms of such
Holdco Financing are not inconsistent with the Holdco Financing Major Terms (as such
term is defined in the Agreed Form Interim Facilities Agreement).

(d) The PIK Issuer and the Sponsor (in their sole and absolute discretion) may elect to update
their due diligence (including any Reports) from time to time and deliver any updated
Reports to the Original PIK Purchasers after the date of this letter, and each such updated
Report shall be deemed to be in form and substance satisfactory to the Original PIK
Purchasers if the final Reports are, in form and substance, substantially the same as the final
versions or drafts (as applicable) received by the Original PIK Purchasers prior to the date
of this letter, save for any changes which are not materially adverse to the interests of the
Original PIK Purchasers (taken as a whole) under the Commitment Documents, Interim
PIK Finance Documents, PIK Finance Documents or any other changes approved by the
Original PIK Purchasers (each acting reasonably) which hold more than fifty (50) per cent
of the aggregate commitments under the PIK Notes and Interim PIK Facility with such
approval not to be unreasonably withheld, made subject to any condition or delayed. For
the avoidance of doubt, the PIK Issuer and/or the Sponsor may update any due diligence
(including any Report) from time to time and there shall be no requirement for any such
updates to be provided to the Original PIK Purchasers (and failure to provide such updates
shall not affect the satisfaction of this condition).

6 Fees, Costs and Expenses

6.1 All fees, costs and expenses of the Commitment Parties, the PIK Notes Trustee (as defined in the
PIK Purchase Agreement) and the PIK Security Agent (as defined in each Debt Financing
Document) shall be paid in accordance with the provisions of the PIK Closing Payment Letter, as
set out in the PIK Term Sheet or as otherwise agreed between such parties (without double
counting).

6.2 Subject to paragraph 6.3 below and save as otherwise provided in the PIK Closing Payment Letter,
no fees or other closing payments (including, for the avoidance of doubt, arrangement, underwriting,
market participation, ticking and commitment fees), costs or expenses will be payable if the PIK
Closing Date or, as applicable, the Interim PIK Closing Date, does not occur.

6.3 Reasonable and properly incurred legal costs, expenses and disbursements in connection with the
drafting and the negotiating of the Commitment Documents and/or the Debt Financing Documents
and any other pre-agreed costs or expenses, in each case, up to an amount agreed between the
Commitment Parties and the PIK Issuer (or on its behalf) subject to a broken deal discount will be
payable by the PIK Issuer (or on its behalf) even if the PIK Closing Date or, as applicable, the
Interim PIK Closing Date, does not occur.
10
7 Payments

7.1 All payments to be made under the Commitment Documents (save in relation to payments made
under the Interim PIK Facility Agreement which shall be made in accordance with the terms of the
Interim PIK Facility Agreement):

(a) shall be paid in the currency of invoice and in immediately available, freely transferable
cleared funds to such account with such bank as the relevant Commitment Party shall notify
to the PIK Issuer with at least five (5) Business Days’ prior written notice;

(b) shall be paid without set off or counterclaim and free and clear from any deduction or
withholding for or on account of any tax (a “Tax Deduction”) unless a Tax Deduction is
required by law; and

(c) are exclusive of any value added tax or similar charge (“VAT”).

7.2 If a Tax Deduction is required to be made by law on a payment under any Commitment Document
(save in relation to payments made under the Interim PIK Facility Agreement which shall be made
in accordance with the terms of the Interim PIK Facility Agreement), the amount of the payment
due shall be increased to an amount which (after making any Tax Deduction) leaves an amount
equal to the payment which would have been due if no Tax Deduction had been required, except to
the extent that such withholding or deduction is imposed due to the failure of the beneficiary of such
payment to provide any form, certificate, document or other information that would have reduced
or eliminated such deduction or withholding where such form, certificate, document or other
information was reasonably requested in writing by the PIK Issuer. The PIK Issuer agrees to
indemnify the Commitment Parties for the full amount of any Tax Deduction and any liability
(including penalties, interest and expenses) arising therefrom or with respect thereto.

7.3 Without limiting the foregoing, if VAT is or becomes chargeable in respect of an amount payable
to a Commitment Party under the Commitment Documents (save for amounts payable under the
Interim PIK Facility Agreement, which shall be made in accordance with the terms of the Interim
PIK Facility Agreement) which constitutes consideration for any supply for VAT purposes and such
Commitment Party (or a member of a group which it is part of for VAT purposes) is required to
account to the relevant tax authority for the VAT, the PIK Issuer shall pay (or procure the payment
of) (in addition to and at the same time as paying any other consideration for the relevant supply)
an amount equal to the VAT chargeable on that supply to the relevant Commitment Party (subject
to such Commitment Party promptly providing an appropriate VAT invoice). For the avoidance of
doubt, where a Commitment Document requires that a Commitment Party or Indemnified Person is
to be reimbursed or indemnified for any cost or expenses, such reimbursement or indemnification
(as the case may be) shall include any VAT incurred on such cost or expense, save to the extent that
the relevant Commitment Party or Indemnified Person reasonably determines that it (or a member
of a group for VAT purposes of which it is part) is entitled to credit or repayment in respect of such
VAT from the relevant tax authority.

8 Information

8.1 At the times set out in paragraph 8.2 below, the PIK Issuer represents and warrants to the
Commitment Parties that, to its knowledge:

(a) any material written factual information (taken as a whole) including any written factual
information (taken as a whole) contained in the information memorandum prepared in
connection with the Senior Facilities (the “Information Memorandum”) provided to the
Commitment Parties by, or on behalf of it, or any other member of the PIK Group in
connection with the Acquisition (the “Information”) is true and accurate in all material
respects on:

(i) where such Information is dated, the date of such Information;

11
 (ii) where such Information is stated to be accurate as at a particular date or stated to
be given by reference to the facts and circumstances existing on a particular date,
the date such Information is stated to be accurate or the date of the facts and
circumstances by reference to which such Information is stated to be given; or

(iii) otherwise, the date on which such Information is provided;

(b) nothing has occurred or been omitted and no information has been given or withheld that
results in the Information being untrue or misleading in any material respect (taken as a
whole) in light of the circumstances under which such statements were or are made; and

(c) any financial projections contained in the Information have been prepared in good faith on
the basis of recent historical information and on the basis of reasonable assumptions (it
being understood that such projections may be subject to significant uncertainties and
contingencies, many of which are beyond the control of the PIK Issuer, and that no
assurance can be given that the projections will be realised).

8.2 The representations and warranties set out in paragraph 8.1 above are deemed to be made by the
PIK Issuer on the date of this letter and by reference to the facts and circumstances then existing on
the date hereof (or otherwise in respect of the period to which the relevant Information or projections
are expressed to relate or the representations in respect thereof are expressed to be given).

8.3 The PIK Issuer acknowledges that the Commitment Parties will be relying on Information without
carrying out independent verification.

8.4 The representations and warranties in paragraph 8.1 above will be superseded by those in the PIK
Indenture, the PIK Purchase Agreement and the Interim PIK Facility Agreement (in each case once
signed by all parties thereto).

9 Indemnity

9.1 Whether or not the PIK Purchase Agreement is signed, the PIK Issuer shall within ten (10) Business
Days of written demand (together with reasonably detailed back up documentation supporting such
demand) indemnify and hold harmless the Commitment Parties and any of their respective Affiliates
and Related Funds and any of their (or their respective Affiliates’ and Related Funds’) directors,
officers, agents, advisers and employees (as applicable) in each case in their capacity as an original
lender and/or original purchaser in respect of the PIK Notes (each an “Indemnified Person”)
against any cost, expense, loss, liability (including, except as specified below without limitation,
reasonably incurred legal fees and limited, in the case of legal fees and expenses, to one counsel to
such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional
counsel to the affected Indemnified Persons similarly situated, taken as a whole (and, if reasonably
necessary one local counsel in any relevant jurisdiction)) incurred by or awarded against such
Indemnified Person in each case arising out of or in connection with any action, claim, investigation
or proceeding (including, without limitation, any action, claim, investigation or proceeding to
preserve or enforce rights), commenced or threatened, relating to this letter, the Commitment
Documents, the PIK Notes or the Interim PIK Facility, the PIK Purchase Agreement or the Interim
PIK Facility Agreement or the Acquisition or the use or proposed use of proceeds of the PIK Notes
or the Interim PIK Facility or the subscription for the PIK Notes or the Interim PIK Facility except
to the extent such cost, expense, loss or liability resulted:

(a) directly from fraud, the negligence or wilful misconduct of such Indemnified Person or
results from such Indemnified Person breaching a term of or not complying with any of its
obligations under the Commitment Documents, the PIK Purchase Agreement or the Interim
PIK Facility and/or any other PIK Finance Document and/or any other Interim PIK Finance
Document (as defined in the Interim PIK Facility Agreement) or any Confidentiality
Undertaking (as defined in paragraph 11.2 below) given by that Indemnified Person; or

12
 (b) from or relates to any disputes solely among Indemnified Persons and not arising out of any
act or omission of the PIK Issuer or any other entity controlled by the Investors.

9.2 If any event occurs in respect of which indemnification may be sought from the PIK Issuer, the
relevant Indemnified Person shall only be indemnified if (where legally permissible to do so and
without being under any obligation to so notify to the extent that it is not lawfully permitted to do
so) it:

(a) notifies the PIK Issuer in writing within a reasonable time after the relevant Indemnified
Person becomes aware of such event and this provision;

(b) consults with the PIK Issuer fully and promptly with respect to the conduct of the relevant
claim, action or proceeding;

(c) conducts such claim, action or proceeding properly and diligently; and

(d) does not settle any such claim, action or proceeding without the PIK Issuer’s prior written
consent (such consent not to be unreasonably withheld or delayed),

provided that the above indemnity shall be superseded by any corresponding indemnity contained
in the Interim PIK Facility Agreement, the PIK Indenture and PIK Purchase Agreement (as
applicable) (in each case once signed by all parties thereto).

9.3 Paragraph 9.1 shall not apply to the extent that the relevant cost, expense, loss or liability incurred
by or awarded against the Indemnified Person falls within any of the categories set out in clause
10.2 (Exceptions from gross up), paragraph (b) of clause 10.3 (Tax Indemnity) or paragraph (b) of
clause 11.1 (Increased Costs) of the Agreed Form Interim PIK Facility Agreement.

9.4 The Contracts (Rights of Third Parties) Act 1999 shall apply to this paragraph 9 so that each
Indemnified Person may rely on it, subject always to the terms of paragraphs 10 (Third Party Rights)
and 23 (Governing Law and Jurisdiction).

9.5 No Commitment Party shall have any duty or obligation, whether as fiduciary for any Indemnified
Person or otherwise, to recover any payment made or required to be made under paragraph 9.1.

9.6 Neither (x) any Indemnified Person, nor (y) the Investors (or any of their respective subsidiaries or
Affiliates), the PIK Issuer (or any of its Subsidiaries or Affiliates) or any member of the Target
Group shall be liable for any indirect, special, punitive or consequential losses or damages in
connection with its activities related to the PIK Notes, the Interim PIK Facility or the Commitment
Documents.

10 Third Party Rights

10.1 Except as otherwise expressly provided in the Commitment Documents, the terms of the
Commitment Documents may be enforced only by a party to such Commitment Documents and the
operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

10.2 Notwithstanding any term of the Commitment Documents, no consent of a third party is required
for any termination or amendment of the relevant Commitment Documents.

11 Confidentiality

11.1 Each of the parties to this letter acknowledges that the Commitment Documents and all Confidential
Information (as defined in paragraph 11.2 below) are confidential and no party to this letter shall
(and each party shall ensure that none of its Affiliates or Related Funds (or any of their respective
directors, officers, employees and agents) shall), without the prior written consent of each of the

13
other parties to this letter, disclose the Commitment Documents or their contents or any Confidential
Information to any other person except:

(a) as required by law or as requested by any applicable governmental, tax or other regulatory
authority (including any Applicable Securities Laws or Relevant Regulator) or by any
applicable stock exchange or if required in connection with any legal, administrative or
arbitration proceedings, provided that the person to whom the Commitment Documents or
Confidential Information is to be given is informed of its confidential nature and that some
or all of such Confidential Information may be price-sensitive information except that there
shall be no requirement to so inform if, in the opinion of that disclosing party (acting
reasonably and in good faith), it is not practicable so to do in the circumstances;

(b) to (i) its Affiliates and Related Funds (including, in the case of a fund, its limited partners)
and each of their (or their respective Affiliates’ or Related Funds’) respective directors,
officers, advisers, members, employees, agents, investment partners, and professional
advisers and representatives of each of the foregoing and (ii) its prospective funding sources
(including, without limitation, limited partners or clients of the participating funds) their
respective employees on a confidential and need-to-know basis for the purposes of the PIK
Notes and the Interim PIK Facility, provided that the person to whom the Confidential
Information is to be given has entered into a Confidentiality Undertaking (unless such
person is an employee (or any other worker, contractor or consultant who is subject to
substantially equal confidentiality obligations as an employee) of a party or such party’s
Affiliate and Related Funds) and has been made aware of and agreed to be bound by the
obligations under this paragraph or are in any event subject to confidentiality obligations as
a matter of law or professional practice;

(c) the PIK Issuer may disclose any Commitment Document or any Confidential Information
to any actual or potential investor in the PIK Issuer or any of its Holding Companies and
any of their respective Affiliates and advisers provided that the person to whom the
Confidential Information is to be given has been made aware of and agreed to be bound by
the obligations under this paragraph or are in any event subject to confidentiality obligations
as a matter of law or professional practice;

(d) that each of the parties to this letter may disclose any Commitment Document or any
Confidential Information to any of its Affiliates or Related Funds or to any bank, financial
institution or other person and any of their respective Affiliates or Related Funds and
advisers with whom it is discussing the transfer, assignment or participation of any
commitment or obligation under any Commitment Document, provided that:

(i) if such person is not listed on the PIK Approved List, it must obtain the prior written
consent of the PIK Issuer prior to providing the Confidential Information to such
person; and

(ii) the person to whom the Confidential Information is to be given has entered into a
Confidentiality Undertaking except that there shall be no requirement for a
Confidentiality Undertaking if the recipient is a professional adviser and is subject
to professional obligations to maintain the confidentiality of the Confidential
Information;

(e) that the PIK Issuer may make the Commitment Documents available to the management of
the Target Group, holders of shares in the Target and each of their professional advisers in
connection with the Acquisition and any person who may join as an Additional
Commitment Party or a lender of the Interim PIK Facility or a purchaser in respect of the
PIK Notes, provided that they have been made aware of and agree to be bound by the
obligations under this paragraph or are in any event subject to confidentiality obligations as
a matter of law or professional practice;

14
 (f) that the PIK Issuer may make the Commitment Documents available to the financial
advisors appointed by it (or its Affiliates) in connection with the Acquisition and each of
their affiliates and professional advisers, provided that they have been made aware of and
agree to be bound by the obligations under this paragraph or are in any event subject to
confidentiality obligations as a matter of law or professional practice;

(g) that the PIK Issuer may disclose the existence thereof and the fees and/or closing payments
contained in any Closing Payments Letter as part of projections, pro forma information and
generic disclosure of aggregate sources and uses related to fee amounts to the extent
customary or required in marketing materials, any proxy or other public filing;

(h) subject to prior consultation with the PIK Issuer, to rating agencies who have been made
aware of, and agree to be bound by, the obligations under this paragraph or are in any event
subject to confidentiality obligations as a matter of law or professional practice;

(i) as part of any “due diligence” defence where the recipients have been made aware of, and
agree to be bound by, the obligations under this paragraph or are in any event subject to
confidentiality obligations as a matter of law or professional practice; and

(j) other than to the extent permitted pursuant to the preceding paragraphs above, to the extent
the PIK Issuer has consented to such disclosure in writing (which may include through
electronic means).

11.2 In this letter:

“Confidential Information” means:

(a) the Commitment Documents and all of their terms; and

(b) all information relating to the PIK Group, the Investors, the Target Group, the Transaction,
the PIK Finance Documents, the Interim PIK Finance Documents (as defined in the Interim
PIK Facility Agreement), the PIK Notes and/or the Interim PIK Facility which is provided
to a Commitment Party or any of their Affiliates or advisers (the “Receiving Party”) in
relation to the Transaction, the Interim PIK Finance Documents (as defined in the Interim
PIK Facility Agreement), the PIK Finance Documents, the Interim PIK Facility and/or the
PIK Notes by the PIK Group, the Investors, the Target Group or any of their Affiliates or
advisers (the “Providing Party”), in whatever form, and includes information given orally
and any document, electronic file or any other way of representing or recording information
which contains or is derived or copied from such information but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any
breach by the Receiving Party of a confidentiality agreement to which that
Receiving Party is party;

(ii) is identified in writing at the time of delivery as non-confidential by the Providing

Party; or

(iii) is known by the Receiving Party before the date the information is disclosed to the
Receiving Party by the Providing Party or is lawfully obtained by the Receiving
Party after that date, from a source which is, as far as the Receiving Party is aware,
unconnected with the Providing Party, the Investors, the PIK Group or the Target
Group and which, in either case, as far as the Receiving Party is aware, has not
been obtained in breach of, and is not otherwise subject to, any obligation of
confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in the form of

the latest version of such undertaking recommended by the Loan Market Association or in any other
15
 form agreed between the PIK Issuer and the Commitment Parties and in each case capable of being
relied upon by, and not capable of being materially amended without the consent of the PIK Issuer.

12 Publicity and Announcements

12.1 All publicity in connection with the PIK Notes and the Interim PIK Facility shall be managed jointly
by the Commitment Parties and the PIK Issuer.

12.2 Subject to paragraph 4 (Appointment) above, no public announcements regarding the PIK Notes,
the Interim PIK Facility or any appointment of any Commitment Party or the Transaction shall be
made without the prior written consent of the PIK Issuer that is party to such facilities.

13 Conflicts

13.1 The provisions of this paragraph 13 are without prejudice to and subject to the obligations of the
parties under paragraph 11 (Confidentiality).

13.2 Each Commitment Party agrees that it will use the information supplied by the PIK Issuer (or any
other person on its behalf) in connection with the Transaction for the sole purpose of providing
advice and/or financing to the PIK Issuer (and its Affiliates) in its capacity as a Commitment Party.

13.3 No Commitment Party (nor any of their Affiliates or Related Funds) shall furnish any Confidential
Information to such other persons.

13.4 The PIK Issuer acknowledges that the Commitment Parties have no obligation to use any
information obtained from another source for the purposes of the PIK Notes or the Interim PIK
Facility or to furnish such information to the PIK Issuer or its Affiliates.

13.5 Neither the relationship described in this letter nor the services provided by the Commitment Parties
or any of our respective Affiliates to the PIK Issuer or its Affiliates or Related Funds or any other
matter will give rise to any fiduciary, equitable or contractual duties (including, without limitation,
any duty of confidence) which could prevent or hinder the Commitment Parties or their respective
Affiliates or Related Funds providing similar services to other customers, or otherwise acting on
behalf of other customers or for their own account, subject at all times to the provisions of paragraph
13.7 being complied with. However, the Commitment Parties shall not use any Confidential
Information in connection with providing services to other persons or furnish such information to
such other persons. No Commitment Party shall, nor shall any of their respective Affiliates or
Related Funds, be required to account to the PIK Issuer for any payment, remuneration, profit or
benefit obtained by it as a result of acting in the ways referred to above or as a result of entering into
any transaction with the PIK Issuer or its Affiliates or providing services to the PIK Issuer or its
Affiliates.

13.6 The Commitment Parties reserve the right to employ the services of certain of their respective
Affiliates (the “PIK Notes Purchaser Affiliates”) in providing services incidental to the provision
of the PIK Notes or the Interim PIK Facility (as applicable) and to the extent a Commitment Party
employs the services of such an PIK Notes Purchaser Affiliate, it will procure that such PIK Notes
Purchaser Affiliate performs its obligations as if such PIK Notes Purchaser Affiliate were a party to
this letter in the relevant capacity. The PIK Issuer agrees that in connection with the provision of
such services, the Commitment Parties and the PIK Notes Purchaser Affiliates may share with each
other any Confidential Information or other information relating to the Investors, the PIK Group
and the Target Group, subject to the PIK Notes Purchaser Affiliates agreeing to keep confidential
any such Confidential Information or other information in accordance with the provisions of
paragraph 11 (Confidentiality) of this letter.

13.7 Each Commitment Party and the PIK Issuer acknowledges that any of the Commitment Parties and
their Affiliates may act in more than one capacity in relation to this transaction and may, unless
otherwise agreed with the Sponsor, provide debt financing, equity capital or other services to other
16
 persons with whom the PIK Issuer or its Affiliates may have conflicting interests in respect of the
Acquisition, the PIK Notes and the Interim PIK Facility, provided that the other provisions of this
paragraph 13 are complied with.

14 Assignments

14.1 Subject to the other provisions of this paragraph 14:

(a) no Commitment Party may assign any of its rights or transfer any of its rights or obligations
under the Commitment Documents without the prior written consent of the PIK Issuer other
than to an Affiliate or Related Fund which has been cash confirmed by the PIK Issuer’s
financial adviser in connection with its obligations under Rules 2.7(d) and 24.8 of the City
Code and further provided that such Commitment Party remains responsible for the
performance by such Affiliate or Related Fund of all of that Commitment Party’s
obligations under the Commitment Documents and for any loss or liability suffered by the
PIK Issuer or its Affiliates as a result of such Affiliate’s or Related Fund’s failure to perform
such obligations) (the “Permitted Lender Transferees”) without the prior written consent
of the other parties and provided that:

(i) each Permitted Lender Transferee shall assume and acquire the same rights and
obligations against the other parties to the Commitment Documents as if it was an
original party to this letter (including in relation to the status of all documentary
conditions precedent under the Interim PIK Facility Agreement); and

(ii) the Commitment Party shall remain responsible for the performance by each such
Permitted Lender Transferee of any such functions under the Commitment
Documents and for any loss or liability suffered by the PIK Issuer or its Affiliates
as a result of such Permitted Lender Transferee’s failure to perform such
obligations and any purported assignment or transfer without such consent, or not
otherwise in accordance with this paragraph, shall be null and void; and

(b) the PIK Issuer may not assign any of its rights or transfer any of its rights or obligations
under the Commitment Documents.

14.2 Each Commitment Party may delegate any or all of its rights and obligations under the Commitment
Documents to any of its Affiliates or Related Funds (each a “Delegate”) and may designate any
Delegate as responsible for the performance of its appointed functions under the Commitment
Documents, provided that such Commitment Party shall remain responsible for the performance by
each Delegate of any such functions under the Commitment Documents and for any loss or liability
suffered by the PIK Group or the Investors as a result of such Delegate’s failure to perform such
obligations.

14.3 The PIK Issuer may assign its rights or transfer its rights and obligations under the Commitment
Documents (the date of such assignment or transfer being the “Effective Date”) to any other
company, partnership or person (including newly formed companies, partnerships or persons)
directly or indirectly controlled by the Investors for the purposes of the Transaction as set forth in
the Tax Structure Memorandum (or, with the prior consent of the Commitment Parties, any other
person) (a “Permitted Company Transferee”), by executing and delivering to the Commitment
Parties an accession deed executed by the Permitted Company Transferee in substantially the form
set out at Appendix F (Form of Accession Deed), or such other form as may be agreed between the
Commitment Parties and the PIK Issuer (acting reasonably) (an “Accession Deed”), provided that:

(a) at the time of such assignment or transfer each Commitment Party has (acting reasonably)
completed all of its applicable anti-money laundering and “know your customer”
requirements on the relevant Permitted Company Transferee which the Commitment
Parties undertake to complete as soon as reasonably practicable upon the request of the PIK
Issuer; and
17
 (b) the Permitted Company Transferee has: (i) been assigned all of the PIK Issuer’s rights and
has assumed all of the PIK Issuer’s obligations under each other Commitment Document;
or (ii) if the PIK Issuer has not countersigned the Commitment Documents, the Permitted
Company Transferee has by way of an Accession Deed assumed all rights and obligations
that the PIK Issuer would have had if it had countersigned the Commitment Documents.

14.4 With effect from the Effective Date:

(a) the Permitted Company Transferee shall assume all of the PIK Issuer’s rights and
obligations under the Commitment Documents and be bound by the terms of the
Commitment Documents as if the Permitted Company Transferee had been an original party
to the Commitment Documents as at the date of this letter and all references in any
Commitment Document to the countersignature of that Commitment Document (including
this letter) by the PIK Issuer shall remain in force and include the execution and delivery of
an Accession Deed in accordance with this paragraph 14.4 and, for the avoidance of doubt,
if a Permitted Company Transferee executes an Accession Deed prior to the date that any
Commitment Document is countersigned by the PIK Issuer, the Permitted Company
Transferee shall be deemed to have the right to validly accept the offer and terms of this
letter and the other Commitment Documents as set out in the Accession Deed without any
further countersignature or other form of acceptance from the Commitment Parties;

(b) the PIK Issuer will be irrevocably and unconditionally released and discharged from all
obligations and liabilities and any further performance, liabilities, claims and demands
under the Commitment Documents howsoever arising (whether past, present, future or
contingent) and the Commitment Parties will accept the liability of the Permitted Company
Transferee in place of the PIK Issuer under the Commitment Documents; and

(c) all references to “the PIK Issuer”, “you” or “your” (as applicable) in the Commitment
Documents shall, save as used in this paragraph 14.4 or where the context otherwise
requires in paragraphs 14.3 and 14.5, be construed to refer to the Permitted Company
Transferee.

14.5 The Commitment Parties further acknowledge and agree to enter into (and procure that a Permitted
Lender Transferee enters into) new Commitment Documents and any other appropriate
documentation (including a conditions precedent status letter in the same form as the Interim PIK
CP Satisfaction Letter), to amend or replace the Commitment Documents, the Debt Financing
Documents, the other PIK Finance Documents and any other Interim PIK Finance Documents (as
defined in the Interim PIK Facility Agreement) to effect the assignment or transfer of the PIK
Issuer’s rights and obligations under the Commitment Documents to a Permitted Company
Transferee.

15 Termination

15.1 Our commitments and other obligations set out in this letter are irrevocable and (with the exception
of the obligation to keep this offer open for acceptance in accordance with paragraph 15.5 below)
shall become effective only if the offer contained in this letter is accepted in writing by the PIK
Issuer in the manner set out in paragraph 15.5 below, and such commitment and obligations (but
not the commitment to make available the Interim PIK Facility or the rights and obligations of the
parties under the Interim PIK Facility Agreement, which shall terminate only in accordance with its
terms) shall, subject to the terms of this paragraph 15, otherwise expire and terminate at 11.59 p.m.
(in London) on the earliest to occur of:

(a) if the Acquisition is intended to be completed pursuant to a Scheme, the date falling twenty
(20) Business Days after (and excluding) the date on which the Scheme lapses (including,
subject to exhausting any rights of appeal, if a relevant court refuses to sanction the Scheme)
terminates or is withdrawn in writing, in each case, in accordance with its terms in the
Announcement or Scheme Document (as defined in the Agreed Form Interim PIK Facility
18
 Agreement) (other than (i) where such lapse, termination or withdrawal is as a result of the
exercise of Bidco’s right to effect a switch from the Scheme to an Offer and (ii) it is
otherwise to be followed within such twenty (20) Business Days by an Announcement by
Bidco to implement the Acquisition by a different offer or scheme (as applicable));

(b) if the Acquisition is intended to be completed pursuant to an Offer, the date falling twenty
(20) Business Days after (and excluding) the date on which the Offer lapses, terminates or
is withdrawn, in each case, in accordance with its terms in the Announcement or Offer
Document (as defined in the Agreed Form Interim PIK Facility Agreement) (other than (i)
where such lapse, termination or withdrawal is as a result of the exercise of Bidco’s right
to effect a switch from the Offer to a Scheme and (ii) it is otherwise to be followed within
such twenty (20) Business Days by an Announcement by Bidco to implement the
Acquisition by a different offer or scheme (as applicable));

(c) the date (the “Long Stop Date”) falling twelve (12) months after (and excluding) the date
of the first public Announcement;

(d) the date on which the PIK Purchase Agreement and the Subordination Deed are signed by
all the relevant parties thereto and become unconditionally and irrevocably effective and
the PIK Notes purchasers (or the PIK Notes trustees appointed on their behalf) have
confirmed (in writing pursuant to a duly signed and unqualified conditions precedent
satisfaction letter) that all conditions precedent to utilisation under the PIK Purchase
Agreement have been satisfied (other than those that solely relate to the PIK Closing Date
and which cannot be satisfied prior to the PIK Closing Date), save that the obligations of
the Commitment Parties under paragraph 2.4 shall continue until the PIK Closing Date; or

(e) the date falling twenty (20) Business Days after (and excluding) the Countersign Date, to
the extent the first public Announcement has not been made on or prior to such date,

provided that:

(i) a switch from a Scheme to an Offer or from an Offer to a Scheme (or, for the
avoidance of doubt, any amendments to the terms or conditions of a Scheme or an
Offer) shall not constitute a lapse, termination or withdrawal for the purposes of
paragraphs (a) or (b) (as applicable) above;

(ii) if an initial drawdown has occurred under the Interim PIK Facility Agreement, the
Long Stop Date shall be automatically extended to 11:59 p.m. on the Final
Repayment Date (as defined in the Interim PIK Facility Agreement), to the extent
that the Final Repayment Date (as defined in the Interim PIK Facility Agreement)
would fall after the Long Stop Date;

(iii) the Long Stop Date will, upon the PIK Issuer’s request (acting in good faith), be
extended if necessary or desirable in order to comply with the requirements of the
Panel: (x) if the Acquisition is intended to be completed pursuant to a Scheme, up
to a maximum of six (6) weeks; or (y) if the Acquisition is intended to be completed
pursuant to an Offer, up to a maximum of eight (8) weeks;

(iv) if the PIK Closing Date under the PIK Purchase Agreement and the Issue Date
under (and as defined in) the PIK Indenture have occurred, the Long Stop Date
shall automatically be extended to the date falling 120 days after (and excluding)
the later of the PIK Closing Date and the Issue Date; and

(v) the Long Stop Date may otherwise be extended to such later time and date as agreed
by the Commitment Parties (acting reasonably and in good faith).

19
15.2 Notwithstanding anything to the contrary in this letter or the other Commitment Documents, in the
event that an initial drawdown occurs under the Interim PIK Facility Agreement, the commitments
and agreements contained herein shall neither expire nor terminate prior to the Final Repayment
Date of the Interim PIK Facility (as defined in the Interim PIK Facility Agreement).

15.3 Subject to paragraph 15.4 below, in respect of any individual Commitment Party, the PIK Issuer
shall have the right to terminate its obligations under this letter in respect of that Commitment Party
upon at least three (3) Business Days prior written notice if:

(a) such Commitment Party is in breach of any material provision of the Commitment
Documents; or

(b) the PIK Issuer, acting reasonably and in good faith, has requested amendments to the
Commitment Documents, any Debt Financing Document, the PIK Finance Documents
and/or the Interim PIK Finance Documents (as defined in the Interim PIK Facility
Agreement) or (in each case) any other documents delivered thereunder that, in the
reasonable opinion of the PIK Issuer, are necessary or desirable to implement or complete
the Offer or any Acquisition (including without limitation, amending the Minimum
Acceptance Level) or have arisen as a part of the negotiations with the shareholders of the
Target, board of directors or senior management of the Target Group (as a whole), the Panel,
the High Court of Justice of England and Wales or, any anti-trust, or regulatory authority
(including any Relevant Regulator), any pensions trustee, pensions insurer, works council
or trade union (or any similar or equivalent person to any of the foregoing in any
jurisdiction) and such Commitment Party has not consented to such amendments.

15.4 Notwithstanding paragraph 15.1 above, if the PIK Issuer exercises its termination rights pursuant to
paragraph 15.3 above in respect of any Commitment Party (the “Defaulting Commitment Party”):

(a) the PIK Issuer’s rights against and obligations to the other Commitment Parties (other than
the Defaulting Commitment Party) under the Commitment Documents shall remain in full
force and effect;

(b) the PIK Issuer shall have the right to appoint one or more Additional Commitment Parties
or additional note purchasers in respect of the PIK Notes and the Interim PIK Facility in
respect of the Commitments of the Defaulting Commitment Party, on the same terms (or
terms more favourable to the other Commitment Parties) contained within the Commitment
Documents and on the same economics as the Defaulting Commitment Party
notwithstanding that the deadline for appointing an Additional Commitment Party has
expired; and

(c) each Commitment Party hereby undertakes, upon the request of the PIK Issuer, to enter
into new Commitment Documents and any other appropriate documentation to amend or
replace the Commitment Documents, the PIK Indenture, the PIK Purchase Agreement, the
Interim PIK Facility Agreement, the Subordination Deed, the other PIK Finance Documents
and any Interim PIK Finance Documents to reflect any changes required to reflect the
accession of any such bank, financial institution or other person and joining such bank,
financial institutions or other person as a party to the relevant document and/or the removal
of the Defaulting Commitment Party from the Commitment Documents.

15.5 If the PIK Issuer does not accept the offer made by the Commitment Parties in this letter by signing
the applicable counterparts of:

(a) this letter; and

(b) the PIK Closing Payment Letter to which the PIK Issuer is party,

20
 before 11.59 p.m. (in London) on the date falling twenty (20) Business Days after (and excluding)
the date of this letter (the “Countersign Date”), such offer shall terminate at such time and, for the
avoidance of doubt, the offers, agreements and undertakings of the Commitment Parties contained
in the Commitment Documents remain irrevocably capable of acceptance (and may not be revoked
or withdrawn by the Commitment Parties) prior to the Countersign Date. Without any failure to do
so in any way prejudicing or affecting the foregoing, nor without operating as a condition to or other
requirement for the PIK Issuer’s acceptance of the offer made by the Commitment Parties in this
letter, the PIK Issuer agrees to provide a copy of each of the above-mentioned Commitment
Documents countersigned by the PIK Issuer to the contacts identified on the signature pages below
(or their legal counsel) promptly after the PIK Issuer has countersigned such Commitment
Documents.

16 Survival

The rights and obligations of the parties hereto under this paragraph, paragraphs 6 (Fees, Costs and
Expenses) to 14 (Assignments) (inclusive) and paragraphs 17 (Service of Process) to 23 (Governing
Law and Jurisdiction) (inclusive) shall survive and continue after any expiry or termination of the
Commitment Parties’ obligations (including any of their permitted successors and assigns) under
the Commitment Documents but shall:

(a) in the case of paragraphs 8 (Information), 9 (Indemnity) and 11 (Confidentiality), terminate

on the execution of the PIK Indenture and the PIK Purchase Agreement; and

(b) to the extent the PIK Indenture and the PIK Purchase Agreement are not signed, in the case
of paragraph 11 (Confidentiality), terminate on the second anniversary of the date of this
letter.

17 Service of Process

17.1 Without prejudice to any other mode of service allowed under any relevant law, the PIK Issuer:

(a) irrevocably appoints Kirkland & Ellis International LLP of 30 St Mary Axe, London, EC3A
8AF, United Kingdom (Attention: Christopher Shield / Matthew Merkle / Leon Daoud /
Michael Taufner as its agent for service of process in relation to any proceedings before the
English courts in connection with the Commitment Documents; and

(b) agrees that failure by an agent for service of process to notify the PIK Issuer of the process
will not invalidate the proceedings concerned.

17.2 If any person appointed as process agent is unable for any reason to act as an agent for service of
process, the PIK Issuer must promptly (and in any event within ten (10) Business Days of such event
taking place) appoint another process agent on terms acceptable to the Commitment Parties (acting
reasonably).

18 Remedies and Waivers

18.1 The failure to exercise or delay in exercising a right or remedy under the Commitment Documents
will not constitute a waiver of that right or remedy or a waiver of any other right or remedy and no
single or partial exercise of any right or remedy will preclude any further exercise of that right or
remedy, or the exercise of any other right or remedy.

18.2 Except as expressly provided in the Commitment Documents, the rights and remedies contained in
the Commitment Documents are cumulative and not exclusive of any rights or remedies provided
by law.

21
19 Partial Invalidity

If, at any time, any provision of the Commitment Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way be affected or impaired.

20 Entire Agreement

20.1 The Commitment Documents set out the entire agreement between the Commitment Parties and the
PIK Issuer with regards to the subscription and purchase and making available (as relevant) of the
PIK Notes and the Interim PIK Facility by the Commitment Parties and supersede any prior oral
and/or written understandings or arrangements relating to the PIK Notes and the Interim PIK
Facility.

20.2 Any provision of the Commitment Documents (other than the Interim PIK Facility Agreement) may
only be amended or waived by way of a written amendment or waiver signed by the Commitment
Parties and the PIK Issuer, or otherwise in accordance with the terms of such Commitment
Document.

20.3 Any provision of the Interim PIK Facility Agreement may only be amended or waived in accordance
with its terms.

21 Counterparts

The Commitment Documents may be executed in any number of counterparts and all those
counterparts taken together shall be deemed to constitute one and the same Commitment Document.
Delivery of a counterpart of a Commitment Document by email attachment shall be an effective
mode of delivery.

22 Contractual Recognition of Bail-In

22.1 Notwithstanding any other term of the Commitment Documents or any other agreement,
arrangement or understanding between the parties to the Commitment Documents, each of the
parties to this letter and the other Commitment Documents acknowledges and accepts that any
liability of any party to the Commitment Documents to any other party under or in connection with
the Commitment Documents may be subject to Bail-In Action by the relevant Resolution Authority
and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due
(including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of
ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of the Commitment Documents to the extent necessary to give effect
to any Bail-In Action in relation to any such liability.

22.2 For the purposes of this paragraph 22:

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the
recovery and resolution of credit institutions and investment firms.

22
“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a) in relation to an EEA Member Country which has implemented, or which at any time
implements, Article 55 BRRD, the relevant implementing law or regulation as described in
the EU Bail-In Legislation Schedule from time to time;

(b) in relation to any state other than such an EEA Member Country and the United Kingdom,
any analogous law or regulation from time to time which requires contractual recognition
of any Write-down and Conversion Powers contained in that law or regulation; and

(c) in relation to the United Kingdom, the UK Bail-In Legislation.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein
and Norway.

“EU Bail-In Legislation Schedule” means the document described as such and published by the
Loan Market Association (or any successor person) from time to time.

“Resolution Authority” means any body which has authority to exercise any Write-down and
Conversion Powers.

“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other
law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing
banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings).

“Write-down and Conversion Powers” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from
time to time, the powers described as such in relation to that Bail-In Legislation in the EU
Bail-In Legislation Schedule;

(b) in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued
by a person that is a bank or investment firm or other financial institution or
affiliate of a bank, investment firm or other financial institution, to cancel, reduce,
modify or change the form of a liability of such a person or any contract or
instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide
that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers
under that Bail-In Legislation that are related to or ancillary to any of those powers;
and

(ii) any similar or analogous powers under that Bail-In Legislation; and

(c) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to
cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other
financial institution or affiliate of a bank, investment firm or other financial institution, to
cancel, reduce, modify or change the form of a liability of such a person or any contract or
instrument under which that liability arises, to convert all or part of that liability into shares,
securities or obligations of that person or any other person, to provide that any such contract
or instrument is to have effect as if a right had been exercised under it or to suspend any

23
 obligation in respect of that liability or any of the powers under that UK Bail-In Legislation
that are related to or ancillary to any of those powers.

23 Governing Law and Jurisdiction

23.1 Each Commitment Document and any non-contractual obligations arising out of or in connection
with it shall be governed by and construed in accordance with English law unless otherwise
specified in the Commitment Documents.

23.2 Each of the parties to this letter agrees that the courts of England have exclusive jurisdiction to settle
any disputes in connection with the Commitment Documents and any non-contractual obligation
arising out of or in connection with it and each of the parties to this letter accordingly submits to the
jurisdiction of the English courts.

23.3 Each of the parties to this letter further agrees:

(a) to waive any objection to the English courts on grounds of inconvenient forum or otherwise
as regards proceedings in connection with the Commitment Documents and any non-
contractual obligation arising out of or in connection with the Commitment Documents;
and

(b) that a judgment or order of an English court in connection with the Commitment Documents
and any non-contractual obligation arising out of or in connection with it is conclusive and
binding on it and may be enforced against it in the courts of any other jurisdiction.

23.4 The Commitment Parties acknowledge that the PIK Issuer may seek specific performance by the
Commitment Parties and any other finance parties (howsoever described) in respect of each
Commitment Party’s commitments and of its agreement to enter into and to make advances under
the Debt Financing Documents, the PIK Finance Documents and/or the Interim PIK Finance
Documents (as defined in the Interim PIK Facility Agreement) for the funding of the Transaction in
addition to any other available remedies and that damages are not an adequate remedy with respect
to these matters.

[The rest of this page is intentionally left blank]

24
 APPENDIX A

PIK Notes Proportions / Amounts

Original PIK Purchaser PIK Notes and Interim PIK Facility

Amount (£)

GS AMD

West Street Strategic Solutions Fund I, LP

44,822,109
WSSS Investments P, Sarl
55,177,891
Carlyle

Carlyle Credit Opportunities Fund II, L.P.

18,750,000
Carlyle Credit Opportunities fund (Parallel) II,
18,750,000
SCSP

Carlyle Global Credit Investment Management

37,500,000
L.L.C.

KKR1

KKR-BARMENIA EDL DAC 1,374,000

KKR EDL II (EUR) DAC 3,417,000

KKR EDL II (USD) DAC 6,620,000

KKR-DUS EDL Designated Activity Company 1,375,000

KKR DAF Direct Lending Fund DAC 4,125,000

FS KKR Capital Corp 41,657,000

KKR Credit Opportunities Portfolio 1,432,000

Canyon

Canyon Global Funding LP 55,000,000

Albacore

1“ORIGINAL KCAUS LENDERS” means (i) FS KKR Capital Corp; and (ii) KKR Credit Opportunities
Portfolio.

“ORIGINAL KCAI LENDERS” means (i) KKR-Barmenia EDL DAC; (ii) KKR EDL II (EUR) DAC; (iii)
KKR EDL II (USD) DAC; (iv) KKR-DUS EDL Designated Activity Company; and (v) KKR DAF DIRECT
LENDING FUND DAC.

25
 Original PIK Purchaser PIK Notes and Interim PIK Facility
Amount (£)

Albacore Partners III Investment Holdings 25,000,000

Designated Activity Company

Total £315,000,000.00

26
 APPENDIX B

Senior Facilities Term Sheet

27
 AGREED FORM

TERM SHEET

Unless otherwise defined in this term sheet, capitalised terms used in this term sheet and not defined herein
have the meanings given to them in the Commitment Letter, the Precedent Senior Facilities Agreement, or
the Precedent Intercreditor Agreement (as applicable).

SECTION 1 Parties and Documentation .........................................................................................................2

SECTION 2 Facility B ....................................................................................................................................3
SECTION 3 Revolving Facility.......................................................................................................................6
SECTION 4 Economics...................................................................................................................................7
SECTION 5 Obligors, Guarantees and Transaction Security..........................................................................9
SECTION 6 Conditions to Utilisation ...........................................................................................................11
SECTION 7 Representations, Undertakings, Events of Default and Cancellation .......................................12
SECTION 8 Other Common Terms ..............................................................................................................16
SCHEDULE 1 Key Baskets and Thresholds.................................................................................................20

Any term of the Senior Facilities Agreement which is not or is only partially described in this term sheet or
the other Commitment Documents shall be as per the equivalent term of the Precedent Senior Facilities
Agreement.

1 Project Neptune: Term Sheet

KE 39675-89:114289406.13
 SECTION 1
Parties and Documentation

Arrangers: Each Arranger named on the signature pages of the Commitment

Letter and any Additional Arranger appointed in accordance with
the terms of the Commitment Letter.

Original Lenders: Each Underwriter named on the signature pages of the Commitment
Letter and any Additional Underwriter appointed in accordance with
the terms of the Commitment Letter.

Agent, Security Agent and Credit Suisse AG, Cayman Islands Branch, or any other person
Issuing Bank: which is selected by the Company and which, in each case, agrees
to act as Agent, Security Agent or Issuing Bank (as applicable).

Topco: Cobham Ultra SunCo S.à r.l., the direct Holding Company of the
Company, identified as "Neptune SUNco" in the Tax Structure
Memorandum.

The Company: Cobham Ultra SeniorCo S.à r.l., the entity identified as "Neptune
SeniorCo" in the Tax Structure Memorandum.

Holdco: Cobham Ultra Limited, the entity identified as "Neptune UK

HoldCo" in the Tax Structure Memorandum.

Bidco: Cobham Ultra Acquisitions Limited, the entity identified as

"Cobham Neptune Bidco" in the Tax Structure Memorandum.

US Co-Borrower: The entity identified as "US Co-Borrower" in the Tax Structure

Memorandum.

Group Group means the Company and its Restricted Subsidiaries.

Original Senior Borrower: The Company and US Co-Borrower.

Original Guarantor: The Original Senior Borrowers, Holdco and Bidco.

Legal Counsel to the Obligors: Kirkland & Ellis International LLP.

Legal Counsel to the Paul Hastings LLP.

Arrangers:

Documentation: The Senior Facilities Agreement and the Intercreditor Agreement

shall be documented on the basis set out in the Commitment Letter
and this term sheet.

The first draft of the Senior Facilities Agreement, the Intercreditor

Agreement1 and the Transaction Security Documents shall be
prepared by counsel for the Obligors, unless otherwise agreed.

1 Note: Finance Documents (as defined in the Senior Facilities Agreement) to permit pension liabilities of
the Target Group to benefit from guarantees, security and other credit support (including on a pari passu
basis with the Facilities as Pension Pari Passu Liabilities in accordance with the Precedent Intercreditor
Agreement), provided that the aggregate amount of Pension Pari Passu Liabilities shall not, at any time,
exceed: (i) £125 million; plus (ii) any other Permitted Collateral Lien capacity which is otherwise
permitted under the Finance Documents.

KE 39675-89:114289406.13 2 Project Neptune: Term Sheet

 SECTION 2
Facility B

Facility: Term loan facility.

Amount: £1,025,000,000 to be divided into Facility B (EUR) and Facility B

(USD) as described below:

(a) Facility B (EUR): an amount equal to the EUR-equivalent of

£410,000,000 determined in accordance with the provisions
set out in the section headed “Currency Allocation of Facility
B” below; and

(b) Facility B (USD): an amount equal to the USD-equivalent of

£615,000,000 determined in accordance with the provisions
set out in the section headed “Currency Allocation of Facility
B” below.

Provided that:

(i) the Company shall (in its sole and absolute

discretion) be permitted to vary the tranche
sizes set out above at any time prior to the
Facility B Currency Allocation Date (as
defined in the section headed “Currency
Allocation of Facility B” below);

(ii) Facility B (EUR) shall never be less than the

EUR-equivalent of £410,000,000
(determined by the Company in its sole and
absolute discretion by reference to the
relevant Facility B Currency Allocation
Rate (as defined in the section headed
“Currency Allocation of Facility B”
below)); and

(iii) Facility B (USD) shall never be less than

$350,000,000 (determined by the Company
in its sole and absolute discretion by
reference to the relevant Facility B
Currency Allocation Rate (as defined in the
section headed “Currency Allocation of
Facility B” below)).

If the Company elects, the amount of Facility B (EUR) and/or

Facility B (USD) will be increased (on a fee free basis) by an amount
equal to all or part of any amount of the Additional Facility B OID
Fees (as defined in the Syndication Strategy Letter). Any resulting
additional commitments of Facility B (EUR) and/or Facility B
(USD) will be shared pro rata between the Underwriters.

Base Currency: Facility B (EUR): Euro.

Facility B (USD): US dollars.

Facility B Borrowers: The Original Borrowers and any Additional Borrower.

KE 39675-89:114289406.13 3 Project Neptune: Term Sheet

 Ranking: Guaranteed and secured as set out in Section 5 (Obligors,
Guarantees and Transaction Security) and ranking (i) pari passu
with the other Facilities and (ii) in priority to the Junior Facilities.

Termination Date: 7 years after the Closing Date.

Purpose: As per paragraph (a) of Clause 3.3 (Purpose) of the Agreed From
Interim Facilities Agreement, and for funding any payments into the
Blocked Account to the extent elected by the Borrower.

Availability Period: On and from the date of the Senior Facilities Agreement to the end
of the Certain Funds Period (referred to below).

Number of Utilisations: Facility B (EUR): one (1).

Facility B (USD): ten (10), provided that all subsequent utilisations

of Facility B (USD) after the initial utilisation date which are not
paid into the Blocked Account referred to below shall: (a) be applied
to finance or refinance the items set forth in Clause 3.3 (Purpose) of
the Interim Facilities Agreement (other than paragraph (a)(vi)); (b)
not, in aggregate, exceed £150 million (or its equivalent); and (c) be
subject to the Company confirming in the applicable utilisation
request that the Post-Closing Equity Contribution (as defined in the
Agreed Form Interim Facilities Agreement) is (or will be) satisfied
prior to or concurrent with such utilisation.

Blocked Account: To the extent that the Company has determined that any amounts
drawn under Facility B are not promptly required to be applied to
finance or refinance the items set forth in paragraphs (a)(i), (a)(ii)
and (a)(iv) of Clause 3.3 (Purpose) of the Interim Facilities
Agreement, the Senior Facilities Agreement shall permit the
Company to deposit such amounts into a designated blocked
account (the "Blocked Account"), and there shall be no requirement
to test the Minimum Equity Investment or Post-Closing Equity
Contribution tests as a condition to utilising any funds which are
deposited into the Blocked Account.

A withdrawal from the Blocked Account may be made by the

Company at any time provided that:

(a) the Post-Closing Equity Contribution (as defined in the

Agreed Form Interim Facilities Agreement) is (or will be)
satisfied prior to or concurrent with such withdrawal and
there is no Major Event of Default continuing; or

(b) such amounts are promptly applied in voluntary prepayment

of Facility B.

There shall be no limitation on the number of withdrawals from the

Blocked Account.

Specified Time: As per the Agreed Form Interim Facilities Agreement.

Certain Funds Period: Shall mean the period beginning on (and including) the date of the
Senior Facilities Agreement and ending at 11.59 p.m. (in London)
on the earliest to occur of:

KE 39675-89:114289406.13 4 Project Neptune: Term Sheet

 (a) if the Acquisitions are intended to be completed pursuant to
a Scheme, the date falling twenty (20) Business Days after
(and excluding) the date on which the Scheme lapses
(including, subject to exhausting any rights of appeal, if a
relevant court refuses to sanction the Scheme), terminates or
is withdrawn in writing, in each case, in accordance with its
terms in the Announcement or Scheme Document (other than
(i) where such lapse, termination or withdrawal is as a result
of the exercise of Bidco's right to effect a switch from the
Scheme to an Offer and (ii) it is otherwise to be followed
within such twenty (20) Business Days by an Announcement
by Bidco to implement the Acquisition by a different offer or
scheme (as applicable)) in accordance with the terms of the
Senior Facilities Agreement;

(b) if the Acquisition is intended to be completed pursuant to an

Offer, the date falling twenty (20) Business Days after (and
excluding) the date on which the Offer lapses, terminates or
is withdrawn, in each case, in accordance with its terms in the
Announcement or Offer Document (other than (i) where such
lapse, termination or withdrawal is as a result of the exercise
of Bidco's right to effect a switch from the Offer to a Scheme
and (ii) it is otherwise to be followed within such twenty (20)
Business Days by an Announcement by Bidco to implement
the Acquisition by a different offer or scheme (as applicable))
in accordance with the terms of the Senior Facilities
Agreement; or

(c) the date (the "Long Stop Date") falling twelve (12) months
after (and excluding) the date of the first public
Announcement;

provided that:

(i) a switch from a Scheme to an Offer or from

an Offer to a Scheme (or, for the avoidance
of doubt, any amendments to the terms or
conditions of a Scheme or an Offer) shall
not constitute a lapse, termination or
withdrawal for the purposes of paragraphs
(a) or (b) (as applicable) above;

(ii) the Long Stop Date will, upon the

Company’s request (acting in good faith) be
extended if necessary or desirable in order
to comply with the requirements of the
Panel: (x) if the Acquisitions are intended to
be completed pursuant to a Scheme, up to a
maximum of six (6) weeks; or (y) if the
Acquisitions are intended to be completed
pursuant to an Offer, up to a maximum of
eight (8) weeks;

(iii) if the Interim Facilities have been utilised,

the Long Stop Date shall be automatically
extended to 11:59 p.m. (in London) on the
Final Repayment Date (as defined in the
Interim Facilities Agreement), to the extent

KE 39675-89:114289406.13 5 Project Neptune: Term Sheet

 the Final Repayment Date (as defined in the
Interim Facilities Agreement) would fall
after the Long Stop Date;

(iv) if the Closing Date has occurred under the

Senior Facilities Agreement, the Long Stop
Date shall automatically be extended to the
date falling 120 days after (and excluding)
the Closing Date; and

(v) the Long Stop Date may otherwise be

extended to such later time and date as
agreed by the Commitment Parties (acting
reasonably and in good faith).

Repayment Profile: Facility B (EUR): in full in a single instalment on the Termination

Date, as per paragraph (a) of Clause 12.1 (Repayment of Facility B
Loans) of the Precedent Senior Facilities Agreement.

Facility B (USD): amortising, as per paragraph (b) of Clause 12.1

(Repayment of Facility B Loans) of the Precedent Senior Facilities
Agreement.

Currency Allocation of Facility Facility B will be allocated as between Facility B (EUR) and Facility
B: B (USD) on a date no later than the Facility B Currency Allocation
Longstop Date (the "Facility B Currency Allocation Date") to be
specified by the Company by notice to the Arrangers (the "Facility
B Currency Allocation Notice"), provided that the Company shall
(in its sole and absolute discretion) be permitted to vary the
allocation between such tranches at any time prior to the Facility B
Currency Allocation Longstop Date.

The Company shall specify in the Facility B Currency Allocation

Notice: (i) the proportions of Facility B to be allocated towards
Facility B (EUR) and Facility B (USD); (ii) the principal Base
Currency amount of each such tranche; and (iii) the exchange rates
used by the Company to determine the amounts of Facility B (EUR)
and Facility B (USD) (each such rate, a "Facility B Currency
Allocation Rate"), each of which may (in the Company's sole and
absolute discretion) be either:

(a) a rate of exchange determined by the Company by reference

to any applicable foreign exchange contract(s) entered into
by, or offered to, any Investor, member of the Group or
Affiliate of a member of the Group (or any related average
weighted rate of exchange of such rates selected by the
Company); or

(b) a rate of exchange determined in accordance with the

methodology set out in Clause 2.4 (Agreed GBP to EUR
Exchange Rate) of the Agreed Form Interim Facilities
Agreement.

“Facility B Currency Allocation Longstop Date” means the

earlier of:

(a) the date upon which the Facility B Commitments are finally
allocated following syndication (provided that the Arrangers

KE 39675-89:114289406.13 6 Project Neptune: Term Sheet

 have given the Company notice of the proposed allocation
within a reasonable period prior to the allocation date); and

(b) the date on which a utilisation request for Facility B is

submitted to the Agent.

Debt pushdown of Facility B: A debt pushdown of all or a portion of Facility B shall be permitted
to be implemented (the “Debt Pushdown”)). The provisions
catering for the Debt Pushdown shall be as per the Precedent Senior
Facilities Agreement, amended so as to refer in paragraph (a)(ii) of
clause 33.7 (Debt Pushdown) of the Precedent Senior Facilities
Agreement, to any member of the Group which is (x) incorporated
in an Approved Jurisdiction (or otherwise in a jurisdiction agreed
with the applicable Arrangers participating in the relevant Facility),
provided that Facility B (USD) shall not be pushed down to a
member of the Group incorporated in the United Kingdom and (y)
has become an Additional Borrower in respect of the relevant
Facility, and as further amended or supplemented due to
requirements and/or limitations of applicable mandatory law.

KE 39675-89:114289406.13 7 Project Neptune: Term Sheet

 SECTION 3
Revolving Facility

Facility: Multi-currency revolving facility, as per the Precedent Senior

Facilities Agreement.

Amount: £190,000,000.

Base Currency: Sterling.

Optional Currencies: AUD, CAD, EUR and USD and any other currency agreed between
the Company and the Arrangers prior to the date of the Senior
Facilities Agreement and any other currency selected by the relevant
Borrower (or the Obligors' Agent on its behalf) in accordance with
the mechanics in the Precedent Senior Facilities Agreement.

Purpose: As per paragraph (b) of Clause 3.3 (Purpose) of the Agreed Form
Interim Facilities Agreement.

Specified Time: As per the Precedent Senior Facilities Agreement.

Revolving Facility Borrowers: The Original Borrowers and any Additional Borrower.

Ranking: As per Facility B.

Termination Date: 6.5 years after the Closing Date.

Availability Period: As per the Precedent Senior Facilities Agreement.

Repayment Profile: As per the Precedent Senior Facilities Agreement.

Cleandown: None.

Rollover Loans: As per the Precedent Senior Facilities Agreement as amended to

provide that a drawn Revolving Facility Loan shall be permitted to
be re-drawn by a different Borrower under the Revolving Facility
on a cashless basis.

KE 39675-89:114289406.13 8 Project Neptune: Term Sheet

 SECTION 4
Economics

Margin: Subject to the ratchet described below, the Margin is as follows:

Facility B (EUR): 3.75% per annum.

Facility B (USD): 3.75% per annum.

Revolving Facility: 3.25% per annum.

Margin: From the first day following six (6) months after the Closing Date, the Margin
for the Facilities shall vary as set out below and otherwise in accordance with
the Precedent Senior Facilities Agreement:

Facility B (EUR): 3 steps down of 0.25% per annum for each

0.50x reduction in the Senior Secured Net
Leverage Ratio ("SSNL") from 4.95:1
("Opening SSNL"), (such that, for the
avoidance of doubt, the bottom of the
ratchet would be 3.00% where SSNL ≤
3.45:1).

Facility B (USD): 3 steps down of 0.25% per annum for each

0.50x reduction in SSNL from Opening
SSNL (such that, for the avoidance of doubt,
the bottom of the ratchet would be 3.00%
where SSNL ≤ 3.45:1).

Revolving Facility: 4 steps down of 0.25% per annum, for each

0.50x reduction in SSNL (such that, for the
avoidance of doubt, the bottom of the
ratchet would be 2.25% where SSNL ≤
2.95:1).

Interest Rate Floor: Facility B (EUR): Zero (0%) EURIBOR floor, as per the
Precedent Senior Facilities Agreement

Facility B (USD): Zero point five (0.5%) LIBOR floor, as per

the Precedent Senior Facilities Agreement

Revolving Facility: Zero (0%) applicable IBOR / SONIA floor, as

per the Precedent Senior Facilities Agreement

Benchmark Rate: All currencies (other than Applicable IBOR. All currencies (other than
GBP): GBP) subject to benchmark rate change
regime as per Precedent Senior Facilities
Agreement.

GBP: SONIA as per the Precedent Senior Facilities

Agreement, amended so that no credit
adjustment spread shall be included.

Ticking Fee: Facility B: As set out in the Fee Letter.

Revolving Facility: None.

KE 39675-89:114289406.13 9 Project Neptune: Term Sheet

 Commitment Fee: Facility B: None.

Revolving Facility: 30% of the applicable Revolving Facility

Margin from time to time, payable on the
unutilised and uncancelled amount of the
Revolving Facility from the Closing Date to
the end of the Availability Period for the
Revolving Facility, as per the Precedent
Senior Facilities Agreement.

Prepayment Fees: Facility B: 101 soft call applicable for 6 months from the
Closing Date as per clause 19.9 (Prepayment
Fees) of the Precedent Senior Facilities
Agreement.

Revolving Facility: None.

No other call protection or prepayment fees

(or other restrictions on prepayment or
cancellation).

Upfront Fees: As set out in the Fee Letter.

Agent / Security Agent As agreed with the relevant Agent / Security Agent.
Fees:

No Deal, No Fees: No fees, commissions, costs or expenses, including the Ticking Fees (other
than the agreed legal fees referred to in paragraph 6 (Fees, Costs and Expenses)
of the Commitment Letter), will be payable unless the Closing Date occurs.

KE 39675-89:114289406.13 10 Project Neptune: Term Sheet

 SECTION 5
Obligors, Guarantees and Transaction Security

Additional Borrowers: The accession mechanics for Additional Borrowers to follow the
Precedent Senior Facilities Agreement, provided that Additional
Borrowers shall include:

(a) in relation to Facility B, any Borrower which is incorporated

in Luxembourg, the United Kingdom or the United States of
America (each an "Approved Jurisdiction") or as otherwise
set out in the Tax Structure Memorandum or agreed with the
applicable Arrangers participating in Facility B; and

(b) in relation to the Revolving Facility, any Borrower which is

incorporated in an Approved Jurisdiction, Canada or as
otherwise set out in the Tax Structure Memorandum or
agreed with the applicable Arrangers participating in the
Revolving Facility.

Guarantor and Security As per the Precedent Senior Facilities Agreement amended to
coverage: reflect that, subject to the Agreed Security Principles:

(a) Topco, the Company, Holdco and Bidco shall grant the
security listed in paragraph 2(b) of Part I (Conditions
Precedent to Signing) of Schedule 3 (Conditions
Precedent) of the Agreed Form Interim Facilities
Agreement, which includes for the avoidance of doubt,
security granted by Bidco over any shares it owns or later
acquires in the Target;

(b) the Company shall grant security over the shares it owns in
the US Co-Borrower;

(c) the US Co-Borrower shall grant security over: (i) any

structural intercompany receivables owed to it by the
Company, Holdco or Bidco and (ii) all assets (subject to
customary excluded assets) as per US Holdco in the
Precedent Senior Facilities Agreement;

(d) security will be granted over the shares in each wholly

owned Material Subsidiary which is incorporated in a
Guarantor Jurisdiction; and

(e) each Guarantor incorporated in England and Wales, the

United States of America and any other jurisdiction where
floating security is customarily granted shall grant all asset
floating security over assets located in their jurisdiction of
incorporation (subject to customary exclusions) where to
do so would not have a material adverse effect on their
ability to conduct their business and operations (as
determined by such Guarantor in is sole and absolute
discretion),

and no other security will be provided.

The security listed in paragraph (a), (b) and (c) above will be
granted as an initial condition precedent to the Closing Date under
the Senior Facilities Agreement and the security listed in paragraph

KE 39675-89:114289406.13 11 Project Neptune: Term Sheet

 (d) and (e) above will be granted within one hundred and twenty
(120) days from the Control Date, in each case, subject to the
Agreed Security Principles.

Thereafter, the time period for satisfaction of the Guarantor

Coverage Test and/or Material Subsidiary test shall be as per the
Precedent Senior Facilities Agreement.

Material Subsidiaries: As per the Precedent Senior Facilities Agreement.

Excluded Jurisdictions: Any jurisdiction, state, territory or commonwealth other than a

Guarantor Jurisdiction.

Agreed Security Principles: As per the Precedent Senior Facilities Agreement.

Security Releases: As per the Precedent Senior Facilities Agreement and Precedent
Intercreditor Agreement.

KE 39675-89:114289406.13 12 Project Neptune: Term Sheet

 SECTION 6
Conditions to Utilisation

Initial Conditions Precedent: As per Schedule 3 (Conditions Precedent) of the Agreed Form
Interim Facilities Agreement, with the addition of:

(a) the execution of the Intercreditor Agreement by Topco and

the members of the Group which are party to such
documents; and

(b) delivery of the Approved List and DQ List provided that this
condition precedent will be deemed satisfied if the Approved
List and DQ List are provided in the form received by the
Arrangers prior to or on the date of the Commitment Letter,
save for any amendments which are not materially adverse to
the interests of the Original Lenders (taken as a whole) under
the Finance Documents or any other changes or additions
approved by the Arrangers (each acting reasonably).

Notwithstanding anything to the contrary, there will be no conditions

precedent directly or indirectly relating to any member of the Target
Group becoming a guarantor or granting security over its assets or any
person granting security over shares in, or receivables owed by, any
member of the Target Group.

Certain Funds: The Facilities will be made available on a customary "certain funds
basis" as per the Precedent Senior Facilities Agreement (as amended
by this term sheet) during the Certain Funds Period or as otherwise
provided as per the Precedent Senior Facilities Agreement.

Further Conditions Precedent: As per the Precedent Senior Facilities Agreement.

KE 39675-89:114289406.13 13 Project Neptune: Term Sheet

 SECTION 7
Representations, Undertakings, Events of Default and Cancellation

Voluntary Prepayment / As per the Precedent Senior Facilities Agreement.

Cancellation:

Mandatory Prepayment / As per the Precedent Senior Facilities Agreement, amended to

Cancellation: reflect:

(a) any shares issued to a Roll-Up Investor (as defined below)

will not constitute a "Change of Control";

(b) the concept of "Permitted Specified Asset Disposition" will

be removed in its entirety (and the definition of "Permitted
Specified Asset Disposition" and its related usage in the
Precedent Senior Facilities Agreement shall be deleted);
and

(c) the baskets and thresholds set out in Schedule 1 (Key

Baskets and Thresholds) and the terms of the Commitment
Documents.

"Roll-Up Investor" means any person (other than Topco) which

holds any issued share capital in the Company at any time pursuant
to a Permitted Acquisition provided that such person only holds
shares in the Company for such temporary period of time as
determined by the Company (in good faith) that is required in
connection with transaction steps required to effect a roll-up of
investors to a Holding Company of the Company, as part of any
Permitted Acquisition.

Representations and As per the Precedent Senior Facilities Agreement updated to reflect
Warranties: the Market Terms.

Information Undertakings: As per the Precedent Senior Facilities Agreement except no

“Guarantee Facility Information” information undertaking, and
otherwise updated to reflect the Market Terms and the Transaction,
provided that, for the avoidance of doubt, no Annual Financial
Statements shall be required to be delivered for the Financial Year
ending 31 December 2021.

Financial Covenant - Facility None.

B:

Financial Covenant - A springing SSNL covenant only which shall be solely for the
Revolving Facility: benefit of the Lenders under the Revolving Facility, as per the
Precedent Senior Facilities Agreement as amended by this section.

The covenant will be set with a flat ratio of 9.10:1 for the life of the
Revolving Facility.

First Test Date: The first Quarter Date falling after four (4) complete Financial
Quarters following the Closing Date.

Effect of a breach: As per the Precedent Senior Facilities Agreement ignoring any
references to the Guarantee Facility.

KE 39675-89:114289406.13 14 Project Neptune: Term Sheet

 Equity Cure Rights: As per the Precedent Senior Facilities Agreement.

Financial Definitions, Pro As per the Precedent Senior Facilities Agreement, amended to
Forma Adjustments & reflect that:
Calculations:
(a) there shall be no look-forward period applicable to any
Forward-Looking Synergies and the definition of "Look-
Forward Period" and its related usage in clause 28.3
(Calculations) and sub-paragraph (a)(ix) of the definition
of "Consolidated EBITDA" in schedule 17 (Certain New
York Law Defined Terms) of the Precedent Senior Facilities
Agreement shall be deleted;

(b) there shall be no cap on the amount of Forward Looking

Synergies and paragraph (x) of clause 28.3 (Calculations)
and the further proviso in sub-paragraph (a)(ix) of the
definition of "Consolidated EBITDA" in schedule 17
(Certain New York Law Defined Terms) of the Precedent
Senior Facilities Agreement shall be deleted; and

(c) paragraph (a)(viii) of the definition of Consolidated

EBITDA in Schedule 17 (Certain New York Law Defined
Terms) of the Precedent Senior Facilities Agreement shall
be deleted in its entirety and replaced with the following
wording: “the "run rate" adjustment required to give effect
to synergies, cost savings, operating expense reductions,
restructuring charges, operating cost improvements,
operating improvements, revenue increases, revenue
enhancements or other adjustments, similar initiatives or
effects of synergies (together, being "Synergies") that have
been realized (in full or in part) for some, but not all, of such
period and that are related to any acquisition, disposition,
divestiture, restructuring, new or revised contract,
information and technology systems establishment,
modernization or modification or the implementation of
any operating improvements, efficiency or cost savings
initiative or any other adjustments or similar initiatives, as
applicable, as if such Synergies had been realized from the
first day of such period and during the entirety of such
period (which adjustments, without double counting, may
be incremental to pro forma adjustments made pursuant to
Clause 26.3 (Calculations)); net of the amount of actual
benefits realized during such period from such actions”;

(d) Indebtedness of the Group under or with respect to

Capitalized Lease Obligations shall be excluded from the
calculation of Total Debt; and

(e) the definition of Total Secured Debt in Schedule 17

(Certain New York Law Defined Terms) of the Precedent
Senior Facilities Agreement shall be deleted in its entirety
and replaced with the following wording: “Total Secured
Debt means, as of any date of determination, the aggregate
principal amount of Indebtedness for borrowed money of
the Group constituting Senior Secured Indebtedness or
Second Lien Indebtedness.”

KE 39675-89:114289406.13 15 Project Neptune: Term Sheet

 Positive Undertakings As per the Precedent Senior Facilities Agreement, amended so as to:

(a) include paragraphs (h) to (l) of clause 23.2 (Undertakings)

of the Agreed Form Interim Facilities Agreement; and

(b) remove clause 29.13 (Post-Closing Date Undertakings) of

the Precedent Senior Facilities Agreement.

Negative Undertakings: As per Schedule 15 (General Undertakings) of the Precedent Senior

Facilities Agreement (as amended in accordance with the baskets
and thresholds set out in Schedule 1 (Key Baskets and Thresholds)
and the terms of the Commitment Documents), amended to reflect
that the proviso to the definition of Permitted Collateral Lien in
Schedule 17 (Certain New York Law Defined Terms) of the
Precedent Senior Facilities Agreement shall be deleted in its entirety
and replaced with the following wording: “provided that, in the case
of paragraphs (b) and (c) above, each of the secured parties to any
such Indebtedness that exceeds an aggregate amount equal to the
greater of (x) £21 million and (y) ten (10) per cent. of LTM EBITDA
that is to share in all or substantially all of the Transaction Security
will have entered into the Intercreditor Agreement or an Additional
Intercreditor Agreement and provided further that for purposes of
determining compliance with this definition, in the event that a
Permitted Collateral Lien meets the criteria of more than one of the
categories of Permitted Collateral Liens described in paragraphs (a)
through (c) above, the Company will be permitted to classify such
Permitted Collateral Lien on the date of its Incurrence and reclassify
such Permitted Collateral Lien at any time and in any manner that
complies with this definition and provided further that Permitted
Collateral Liens may not have super senior priority status in respect
of the proceeds from the enforcement of the Charged Property or a
distressed disposal of assets, other than as permitted by paragraph
(b)(ii) above, save that nothing in this definition shall prevent
lenders under any Credit Facilities from providing for any ordering
of payments under the various tranches of such Credit Facilities.”

Events of Default (including As per the Precedent Senior Facilities Agreement updated to reflect
Clean Up Periods and the Market Terms and adjusted to remove reference to the 60 day
Excluded Matters): grace period in paragraph (e) of clause 30.6 (Acceleration) of the
Precedent Senior Facilities Agreement.

Debt Incurrence (including Mechanics, conditions and other terms as per the Precedent Senior
Additional Facilities and Facilities Agreement, as amended in accordance with the baskets
Indebtedness): and thresholds set out in Schedule 1 (Key Baskets and Thresholds)
and the terms of the Commitment Documents and as further
amended to reflect that the definitions of "Additional MFN Term
Facility (EUR)" and "Additional MFN Term Facility (USD)" shall
be amended to:

(a) only apply to broadly syndicated floating rate term loan

facilities;

(b) only apply to any Additional Term Facility which is

incurred under the Senior Secured Ratio Debt basket and
constitutes Senior Secured Indebtedness in a principal
amount (in aggregate) exceeding the Threshold Amount (as
defined in Schedule 1 (Key Baskets and Thresholds));

KE 39675-89:114289406.13 16 Project Neptune: Term Sheet

 (c) refer to Additional Term Facilities which are incurred
within six (6) months of the Closing Date (and references
to "twelve (12) Months" will be deleted from each
paragraph (b) thereof); and

(d) to exclude any Additional Term Facilities with a

Termination Date falling twelve (12) months or more after
the Termination Date in respect of Facility B (as at the date
of the Senior Facilities Agreement; and

(e) exclude any Additional Term Facility which is incurred in

connection with an acquisition, joint venture, Investment or
any capital expenditure.

The definitions of "Additional MFN Term Facility (EUR) Yield

Cap" and "Additional MFN Term Facility (EUR) Yield Cap" will be
replaced (and the related usage of such terms in the Senior Facilities
Agreement will be updated) with (as applicable as to currency) the
following:

"Additional MFN Term Facility (EUR)/(USD) Margin

Cap" means a percentage rate per annum equal to the
aggregate of:

(a) 1.00 per cent. per annum; plus

(b) the highest actual or potential Margin for Facility B

(EUR)/(USD) under this Agreement as at the
Applicable Test Date,

provided that in determining the highest Margin potentially

applicable to Facility B (EUR)/(USD) under this sub-
paragraph, in the case of any Additional MFN Term Facility
(EUR)/(USD):

(i) any increase or decrease to the Margin of

Facility B (EUR)/USD) that became
effective prior to the applicable Additional
Facility Commencement Date as a result of
Market Flex shall be included; and

(ii) any interest rate floor applicable to Facility

B (EUR)/USD on the date of determination
shall be equated to interest margin for
determining the applicable margin,

including, in each case, as a result of the actual

implementation of Market Flex.

Baskets and thresholds: Key baskets and thresholds for the Senior Facilities Agreement are
set out in Schedule 1 (Key Baskets and Thresholds).

All monetary baskets, tests, thresholds and permissions (including

de minimis amounts for prepayment, representations and warranties
and Events of Default) in this term sheet are references to basket
amounts in the Senior Facilities Agreement.

KE 39675-89:114289406.13 17 Project Neptune: Term Sheet

 All ratios in this term sheet are references to ratios in the Senior
Facilities Agreement.

KE 39675-89:114289406.13 18 Project Neptune: Term Sheet

 SECTION 8
Other Common Terms

Assignment and Transfers: As per the Precedent Senior Facilities Agreement, amended to
reflect that:

(a) proviso (A) of clause 31.3 (Conditions of Transfer) of the

Precedent Senior Facilities Agreement shall be deleted in
its entirety (and the definition of "Advance Transfer Notice"
and its related usage in clause 31.3 (Conditions of Transfer)
of the Precedent Senior Facilities Agreement shall be
deleted);

(b) paragraph (b)(i) of clause 31.3 (Conditions of Transfer) of

the Precedent Senior Facilities Agreement will be replaced
as follows: "to, in respect of a Term Facility, (A) its Affiliate
or its Related Fund; or (B) to another Lender or its Affiliate
under that Facility or a Related Fund of another Lender
under that Term Facility";

(c) paragraphs (a) and (b) of clause 31.3 (Conditions of

Transfer) of the Precedent Senior Facilities Agreement
shall be adjusted so that the regime in paragraph (b) (and
not the regime in paragraph (a)) applies to any
commitments which have been funded during the Certain
Funds Period;

(d) the words "any Facility (other than Facility B (USD)" in

paragraph (b)(ii) of clause 31.3 (Conditions of Transfer) of
the Precedent Senior Facilities Agreement will be replaced
by the words "Facility B (EUR) and the Revolving Facility
only,";

(e) no Transfer may be made at any time (whether or not a

Material Event of Default is continuing) to any Lender
(other than: (x) any Original Lender or its Affiliate; and (y)
any Lender that is a regulated financial institution and any
Affiliate thereof) that has made an incorrect representation
or warranty or deemed representation or warranty with
respect to not being a "net short lender"; and

(f) the requirement in proviso (B) of clause 31.3 (Conditions

of Transfer) of the Precedent Senior Facilities Agreement
for a Transferee to be a Rated Bank shall not apply to a
Transferee which is an Affiliate of an Original Lender.

Tax: As per the Precedent Senior Facilities Agreement, adjusted as

necessary to reflect the jurisdictions of the Borrowers (including any
potential Additional Borrowers but, for the avoidance of doubt, not
including any other potential jurisdiction), provided that any
member of the Group shall be entitled to set-off any amount or
payment due from a Lender (where it has received a payment in
respect of which a Tax Deduction should have been made (or made
at a higher rate)) against any amount or payment owed by a member
of the Group (and, in the event of any such set-off by a member of
the Group, for the purposes of the Finance Documents, the Agent,
or, as the case may be, the Security Agent shall treat such set-off as
reducing only amounts due to the relevant Lender), and Clause 37.7

KE 39675-89:114289406.13 19 Project Neptune: Term Sheet

 (Set-off by Obligors) of the Precedent Senior Facilities Agreement
will be amended so as to be subject to such provision.

Mandatory Hedging: None.

Voting: As per the Precedent Senior Facilities Agreement, amended to

reflect that Net Short Adjustments as set out below shall apply.

In connection with any such amendment or waiver, each Lender will

either be required to notify the Agent that it has such a net short
position with respect to the loans and commitments under the
applicable Facilities or otherwise be deemed to have represented to
the Borrower and the Agent that it does not have such a net short
position.

Net Short Adjustments: The following provision will be included in the Senior Facilities
Agreement:

Notwithstanding anything to the contrary herein, in connection with

any determination as to whether the requisite Lenders have (A)
consented (or not consented) to any amendment or waiver of any
provision of the Senior Facilities Agreement or any other Finance
Document or any departure by any Obligor therefrom, (B) otherwise
acted on any matter related to any Finance Document, or (C)
directed or required the Agent or any Lender to undertake any action
(or refrain from taking any action) with respect to or under any
Finance Document, any Lender (other than (x) any Original Lender
and its Affiliate; and (y) any Lender that is a regulated financial
institution and any Affiliate thereof) that, as a result of its interest in
any total return swap, total rate of return swap, credit default swap
or other derivative contract (other than any such total return swap,
total rate of return swap, credit default swap or other derivative
contract entered into pursuant to bona fide market making
activities), has a net short position with respect to the Loans and/or
Commitments (each, a "Net Short Lender"), without the consent of
the Borrower (in its sole discretion), shall have no right to vote any
of its Loans and Commitments and shall be deemed to have voted
its interest as a Lender without discretion in the same proportion as
the allocation of voting with respect to such matter by Lenders who
are not Net Short Lenders. For purposes of determining whether a
Lender has a "net short position" on any date of determination: (i)
derivative contracts with respect to the Loans and Commitments and
such contracts that are the functional equivalent thereof shall be
counted at the notional amount thereof in euros, (ii) notional
amounts in other currencies shall be converted to the Euro
Equivalent thereof by such Lender in a commercially reasonable
manner consistent with generally accepted financial practices and
based on the prevailing conversion rate (determined on a mid-
market basis) on the date of determination, (iii) derivative contracts
in respect of an index that includes any of the Borrower or other
Obligors or any instrument issued or guaranteed by any of the
Borrower or other Obligors shall not be deemed to create a short
position with respect to the Loans and/or Commitments, so long as
(x) such index is not created, designed, administered or requested
by such Lender or its Affiliates and (y) the Borrower and other
Obligors and any instrument issued or guaranteed by any of the
Borrower or other Obligors, collectively, shall represent less than
5% of the components of such index, (iv) derivative transactions that

KE 39675-89:114289406.13 20 Project Neptune: Term Sheet

 are documented using either the 2014 ISDA Credit Derivatives
Definitions or the 2003 ISDA Credit Derivatives Definitions
(collectively, the "ISDA CDS Definitions") shall be deemed to
create a short position with respect to the Loans and/or
Commitments if such Lender is a protection buyer or the equivalent
thereof for such derivative transaction and (x) the Loans or the
Commitments are a "Reference Obligation" under the terms of such
derivative transaction (whether specified by name in the related
documentation, included as a "Standard Reference Obligation" on
the most recent list published by Markit, if "Standard Reference
Obligation" is specified as applicable in the relevant documentation
or in any other manner), (y) the Loans or the Commitments would
be a "Deliverable Obligation" under the terms of such derivative
transaction or (z) any of the Borrower or other Obligors (or its
successor) is designated as a "Reference Entity" under the terms of
such derivative transactions, and (v) credit derivative transactions or
other derivatives transactions not documented using the ISDA CDS
Definitions shall be deemed to create a short position with respect
to the Loans and/or Commitments if such transactions are
functionally equivalent to a transaction that offers the Lender or its
Affiliates protection in respect of the Loans or the Commitments, or
as to the credit quality of any of the Borrower or other Obligors other
than, in each case, as part of an index so long as (x) such index is
not created, designed, administered or requested by such Lender and
(y) the Borrower and other Obligors and any instrument issued or
guaranteed by any of the Borrower or other Obligors, collectively,
shall represent less than 5% of the components of such index. In
connection with any such determination, each Lender shall promptly
notify the Agent in writing that it is a Net Short Lender, or shall
otherwise be deemed to have represented and warranted to the
Borrower and the Agent that it is not a Net Short Lender (it being
understood and agreed that the Borrower and the Agent shall be
entitled to rely on each such representation and deemed
representation), provided that this clause does not apply to the loans
and commitments of regulated banks and the Original Lenders under
the Revolving Facility.

Management input: The Finance Parties acknowledge that this term sheet and the
Precedent Senior Facilities Agreement, including, without
limitation, the representations and warranties, undertakings,
financial covenant, events of default, baskets and thresholds set out
herein or in the Precedent Senior Facilities Agreement, have been
negotiated without full access to the management of the Target
Group.

The parties to the Commitment Documents agree to negotiate in

good faith any amendments, variations or supplements to this term
sheet, the Senior Facilities Agreement or any other Finance
Document to the extent reasonably requested prior to the relevant
signing dates by the Group for the anticipated operational
requirements and flexibility of the Group following the Closing
Date.

General: Save as expressly set out in this term sheet, no provisions of the
documents for the Facilities shall be more onerous for or restrictive
on the Group than:

KE 39675-89:114289406.13 21 Project Neptune: Term Sheet

 (a) the Precedent Agreements, other loan precedents of the
Sponsor or other equivalent Market Terms with references to
the Precedent Agreements to be construed accordingly; and

(b) in the case of any relevant local law matters (including

guarantee provisions and security documents), the relevant
provisions in any recent precedent of the Sponsor (or other
equivalent Market Terms).

Governing Law and As per the Precedent Senior Facilities Agreement.

Jurisdiction:

KE 39675-89:114289406.13 22 Project Neptune: Term Sheet

 AGREED FORM

SCHEDULE 1
Key Baskets and Thresholds2

Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Debt Incurrence

Credit Facilities Basket Equal to the sum of: Paragraph 1(b)(i)(A),

Schedule 15
(i) € equivalent of £4103 million or, if greater, the amount of Facility B (EUR) as at the Closing
Date; plus

(ii) US$ equivalent of £6154 million or, if greater, the amount of Facility B (USD) as at the Closing
Date; plus

(iii) the greater of (x) £190 million or, if greater, the amount of the Revolving Facility as at the
Closing Date and (y) 100% of LTM EBITDA.

Freebie Basket The greater of (i) £206 million and (ii) 100% of LTM EBITDA. Paragraph 1(b)(i)(B),
Schedule 15

Senior Secured Ratio Debt Unlimited Senior Secured Indebtedness, provided that the pro forma SSNL does not exceed Opening Paragraph 1(b)(i)(C),
SSNL (being 4.95:1). Schedule 15

2 Note: All hard number baskets to be set based on financing EBITDA of £206 million with the hard number in the definition of Opening Consolidated EBITDA in the
Precedent Facilities Agreement to be replaced accordingly and with each such fixed number basket calculated as Opening Consolidated EBITDA multiplied by the
specified % of LTM EBITDA for such basket and the result rounded up to the nearest £10 million.
3 Note: EUR amount to be reflected in Senior Facilities Agreement after the Facility B Currency Allocation Date.
4 Note: USD amount to be reflected in Senior Facilities Agreement after the Facility B Currency Allocation Date.

23 Project Neptune: Term Sheet

KE 39675-89:114289406.13
 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Junior Secured Ratio Debt Unlimited Indebtedness secured on the Transaction Security under the Intercreditor Agreement Paragraph 1(b)(i)(D),
which is not Senior Secured Indebtedness, provided that either: Schedule 15

(i) pro forma Total Secured Net Leverage Ratio (“TSNL”) does not exceed 6.55:1.

or

(ii) pro forma Fixed Charge Cover Ratio (“FCCR”) is at least 2.00:1.

Other Ratio Debt Unlimited Indebtedness not secured on Transaction Security under the Intercreditor Agreement or Paragraph 1(b)(i)(E),
unsecured, provided that either: Schedule 15

(i) pro forma Total Net Leverage Ratio (“TNL”) does not exceed 7.50:1.

or

(ii) pro forma FCCR is at least 2.00:1

Grandfathering basket for Indebtedness of the Target and its Subsidiaries outstanding as of the Closing Date or Incurred (or Paragraph 1(b)(iv)(A),
Existing Target Debt available for Incurrence) under a facility committed or in effect as of the Closing Date to be: (x) Schedule 15
permitted; or (y) in respect of any Indebtedness outstanding as of the Closing Date which has been
Incurred under the Target Group Existing RCF Agreement5 or the Target Group Existing Private
Notes Programme6, permitted until the end of the Clean-up Period.

5 Note: “Target Group Existing RCF Agreement” means the £300 million revolving credit facility agreement dated 8 November 2017 (as amended and/or restated from
time to time) between among others, the Target and the Arrangers (as defined therein).
6 Note: “Target Group Existing Private Notes Programme” means any senior promissory notes which have been issued pursuant to a private shelf agreement dated 28
September 2018 (as amended and/or restated from time to time) between among others, the Target and the Purchasers (as defined therein).

KE 39675-89:114289406.13 24 Project Neptune: Term Sheet

 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Senior Secured Notes / Topco To be updated to reflect the USD equivalent of £330 million7 or, if higher, the amount of Topco Paragraphs 1(b)(iv)(B)(1) and
Notes Notes8 denominated in USD as at the Closing Date. (2), Schedule 15

Acquisition Debt / Acquired Indebtedness incurred to finance or assumed in connection with any transaction, acquisition of any Paragraph 1(b)(v)(A),
Debt – General Basket assets, business or person, any capital expenditure or other similar transaction (Acquisition / Schedule 15
Acquired Debt) not exceeding the greater of (i) £51.5 million and (ii) 25% of LTM EBITDA.

Acquisition Debt / Acquired In addition to the Acquisition Debt / Acquired Debt – General Basket described above, unlimited Paragraph 1(b)(v)(B),
Debt – Ratio Basket Acquisition / Acquired Debt if could incur debt under (or no deterioration (or increase, as applicable) Schedule 15
in applicable financial ratio as set out in) the sections headed "Senior Secured Ratio Debt", "Junior
Secured Ratio Debt" (including in paragraph 1(b)(v)(B)(II), for the avoidance of doubt, no
deterioration to the FCCR) and "Other Ratio Debt" above.

Cap. Leases/Purchase Money Greater of (i) £103 million and (ii) 50% of LTM EBITDA provided that the Indebtedness exists on Paragraph 1(b)(vii)(A)(2),
the date of such purchase, lease, rental, construction, design, installation or improvement or is Schedule 15
created within 365 days thereafter.

L/Cs and guarantee facilities Greater of (i) £10.5 million and (ii) 5% of LTM EBITDA. Paragraph 1(b)(viii)(A)(2),
Schedule 15

Bankers' acceptances, Greater of (i) £10.5 million and (ii) 5% of LTM EBITDA. Paragraph 1(b)(viii)(D)(2),
warehouse receipts etc Schedule 15

Operating/Cash Greater of (i) £51.5 million and (ii) 25% of LTM EBITDA. Paragraph 1(b)(viii)(E)(2),
Management/Overdraft Schedule 15
Facilities

7 Note: The aggregate outstanding principal sum of the total Topco Notes in an amount equal to the USD equivalent of £330 million pursuant to the currency allocation mechanics set out
in the SUN Commitment Letter.
8 Note: Any reference to Topco Notes (whether denominated in EUR or USD equivalent) may be replaced in full by the Company’s sole discretion by an equivalent Second Lien Facility
instead which shall constitute Second Lien Liabilities under the Precedent Intercreditor Agreement.

KE 39675-89:114289406.13 25 Project Neptune: Term Sheet

 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Contribution Debt 100%. Paragraph 1(b)(x), Schedule

15

Non-Guarantor debt and Greater of (i) £51.5 million and (ii) 25% of LTM EBITDA. Paragraph 1(b)(xi), Schedule
guarantees of JV debt 15

General Basket Greater of (i) £103 million and (ii) 50% of LTM EBITDA. Paragraph 1(b)(xiii),
Schedule 15

Receivables Financing Non-recourse factoring / securitization – Unlimited (subject to standard securitization undertakings). Paragraph 1(b)(xiv)(A)-(C),
Schedule 15
Recourse factoring / securitization – Greater of (i) £103 million and (ii) 50% of LTM EBITDA.

Any existing factoring and securitisation (including unutilised amounts) grandfathered into the new
structure and amounts as of the Closing Date not counted for the purposes of calculating FCCR,
SSNL, TSNL or TNL.

Disqualified Stock Basket Greater of (i) £20.75 million and (ii) 10% of LTM EBITDA. Paragraph 1(b)(xvii),
Schedule 15

Local Facilities Greater of (i) £62 million and (ii) 30% of LTM EBITDA. Paragraph 1(b)(xix),
Schedule 15

Cash Bridge Facility Basket To be removed. Paragraph 1(b)(xxi),

Schedule 15
Management Advances Basket Greater of (i) £15.5 million and (ii) 7.5% of LTM EBITDA. Paragraph 1(b)(iv)(D),
Paragraph (d) of the definition
of "Management Advances"

KE 39675-89:114289406.13 26 Project Neptune: Term Sheet

 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Right to incur Indebtedness Yes – in place of available capacity from the permissions entitled (a) "CNI Build-up", "CNI Build- N/A
from available RP capacity up Starter Basket", the permitted payment under paragraph 2(b)(x) of Schedule 15 ("IPO
Dividends"), "Ratio Basket - General", "Ratio Basket - Available Amount", "Excluded
Contributions", "Repurchases from Management" and "Restricted Payments - General Basket" set
out under the heading "Restricted Payments ("RPs")" below; and (b) JVs, Similar Business, General
basket, Unrestricted Subsidiaries Investments Ratio Basket set out under the heading "Permitted
Investments" below (the "Available RP Capacity Amount") provided that there is a
corresponding reduction in the RP capacity under the applicable permission.

Non-Guarantor cap on None (paragraph 1(c)(xi) of Schedule 15 shall be deleted in its entirety). N/A
Indebtedness (howsoever
described)

Restricted Payments ("RPs")

CNI Build-up Standard (50% CNI (subject to zero floor), 100% of equity contributions, 100% of debt converted Paragraph 2(a) proviso (C),
into equity, 100% of amounts received from restricted investments and Unrestricted Subsidiaries, Schedule 15
100% of FMV of Unrestricted Subsidiaries re-combined with restricted group and starter basket)

CNI Build-up Starter Basket Greater of (i) £82.5 million and (ii) 40% of LTM EBITDA. Paragraph 2(a) proviso
(C)(6), Schedule 15

CNI Build-up Incurrence Tests To access the CNI Build-up basket, at the relevant date of determination, no Event of Default may Paragraph 2(a) proviso (A)
be continuing (except in the case of (x) repayments of Subordinated Indebtedness, for which no and (B), Schedule 15
Material Event of Default may be continuing, and (y) Investments, for which no Material Event of
Default, Event of Default or Default blocker shall apply).

No pro forma FCCR, SSNL, TSNL or TNL ratio tests shall apply.

CNI Build-up Deductibles Amounts utilized under baskets will not reduce the amount available under the CNI Build-up basket Paragraph 2(a) proviso (C),
(other than pre-declared dividends paid within sixty (60) days of declaration and dividends on Schedule 15
refunding capital stock that is preferred stock).

KE 39675-89:114289406.13 27 Project Neptune: Term Sheet

 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Repurchases from Unlimited. Paragraph 2(b)(vi), Schedule

Management 15

Sponsor Fees Greater of (i) £6.25 million and (ii) 3% of LTM EBITDA in any Financial Year. Paragraph 2(b)(ix)(C),
Schedule 15

Parent Entity Expenses Greater of (i) £10.5 million and (ii) 5% of LTM EBITDA in any Financial Year. Paragraph 2(b)(ix)(D),
Schedule 15

Restricted Payments - General Greater of (i) £82.5 million and (ii) 40% of LTM EBITDA Paragraph 2(b)(xvii)(A)(1),
Basket Schedule 15
Any amounts paid under paragraph 2(b)(xvii)(A)(1), Schedule 15 not subject to any incurrence tests
or blockers.

Ratio Basket – General Unlimited if no Event of Default is continuing and the pro forma TSNL does not exceed 6.05:1 and Paragraph 2(b)(xvii)(B)(1),
may be funded from any source. Schedule 15

Available Amount To make payments which are 100% funded from the Available Amount, at the relevant date of Paragraphs 2(b)(xvii)(B)(2) -
determination, no Event of Default may be continuing (except in the case of (x) repayments of (3), Schedule 15
Subordinated Indebtedness, for which no Material Event of Default may be continuing, and (y)
Investments, for which no Material Event of Default, Event of Default or Default blocker shall
apply).

No pro forma FCCR, SSNL, TSNL or TNL ratio tests shall apply.

Unlimited if no Event of Default is continuing and the pro forma TSNL exceeds 6.05:1 but does not
exceed 6.30:1 and is 50% funded from the Available Amount.

Subordinated Indebtedness Greater of (i) £82.5 million and (ii) 40% of LTM EBITDA. Paragraph 2(b)(xix)(A),
Starter Basket Schedule 15
Any amounts paid under paragraph 2(b)(xix)(A), Schedule 15 not subject to any incurrence tests or
blockers.

KE 39675-89:114289406.13 28 Project Neptune: Term Sheet

 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Payment of Principal of Unlimited payments of Subordinated Indebtedness if pro forma TSNL does not exceed 0.50:1 above Paragraphs 2(b)(xix)(B),
Subordinated Indebtedness the applicable ratio set out in the sections entitled "Ratio Basket – General" and/or "Ratio Basket – Schedule 15
Available Amount", based upon the source from which such payment is funded.

In addition, an additional basket in respect of payments up to the greater of (i) £50 million and (ii)
an amount equal to 15% of the aggregate principal amount of any Subordinated Indebtedness
Incurred (or available for Incurrence) under any facility, notes purchase agreement or any other
document committed or in effect as of the Closing Date may be redeemed, defeased, repurchased,
exchanged or otherwise acquired or retired from the Net Cash Proceeds from an Asset Disposition
permitted under the Senior Facilities Agreement.

Permitted Investments

JVs Greater of (i) £62 million and (ii) 30% of LTM EBITDA. Paragraph (t) of the definition
of "Permitted Investment",
Plus investments in JVs that exist on the Closing Date. Schedule 17

Similar Business Greater of (i) £62 million and (ii) 30% of LTM EBITDA. Additional permission to be
added to Senior Facilities
Plus investments in Similar Businesses that exist on the Closing Date. Agreement

General basket Greater of (i) £62 million and (ii) 30% of LTM EBITDA. Paragraph (u) of the definition
of "Permitted Investment",
Schedule 17

Unrestricted Subsidiaries Greater of (i) £62 million and (ii) 30% of LTM EBITDA. Paragraph (v) of the definition
of "Permitted Investment",
Schedule 17
Investments Ratio Basket Unlimited if (i) TSNL does not exceed 6.55:1 or does not increase or (ii) funded from Available Paragraph (ff) of the
Amounts, in each case, provided that no Material Event of Default is continuing. definition of "Permitted
Investment", Schedule 17

KE 39675-89:114289406.13 29 Project Neptune: Term Sheet

 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Asset Sales

De minimis exception from Greater of (i) £36.25 million and (ii) 17.5% of LTM EBITDA. Paragraph (vii) of the
"Asset Disposition" definition of "Asset
Disposition", Schedule 17

Cash consideration de minimis Greater of (i) £41.25 million and (ii) 20% of LTM EBITDA. Paragraph 4(a)(ii), Schedule
15

Excess Proceeds Threshold Greater of (i) £62 million and (ii) 30% of LTM EBITDA per transaction. Paragraph 4(c), Schedule 15

Deleveraging Excess Proceeds If TSNL (i) exceeds 6.05:1 but does not exceed 6.30:1, only 50% of the Net Available Cash from Paragraph 4(b), Schedule 15
Thresholds an Asset Disposition shall be deemed to constitute Excess Proceeds and (ii) does not exceed 6.05:1,
then 0% of the Net Available Cash from an Asset Disposition shall be deemed to constitute Excess
Proceeds.

Designated Non-Cash Greater of (i) £51.5 million and (ii) 25% of LTM EBITDA. Paragraph 4(a)(ii)(C),
Consideration Basket: Schedule 15

Affiliate Transactions

De minimis exception Greater of (i) £20.75 million and (ii) 10% of LTM EBITDA. Paragraph 5(a), Schedule 15

Board approval threshold Greater of (i) £31 million and (ii) 15% of LTM EBITDA. Paragraph 5(a)(ii), Schedule
15

Permitted Liens

KE 39675-89:114289406.13 30 Project Neptune: Term Sheet

 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

General Baskets Permitted Liens – greater of (i) £51.5 million and (ii) 25% of LTM EBITDA. Paragraph (cc) of the
definition of "Permitted
Liens"

Permitted Collateral Liens – greater of (i) £10.5 million and (ii) 5% of LTM EBITDA. Paragraph (c) of the definition
of "Permitted Collateral
Lien", Schedule 17

Events of Default

Cross acceleration / judgment Greater of (i) £51.5 million and (ii) 25% of LTM EBITDA. Paragraphs 1(d) and 1(f),
default. appointment of Schedule 16
liquidator

Other

Excess Cash Flow De Minimis Greater of (i) £51.5 million and (ii) 25% of LTM EBITDA. Paragraph (d) of the definition
of "Excess Cash Flow
Paragraph (a) of Clause 14.2 (Excess Cash Flow) - sweep to commence from the first complete Deduction Amount", Clause
Financial Year after the Closing Date. 28.1 (Financial Definitions)

Excess Cash Flow Sweep 50% if SSNL greater than 4.45:1, stepping down to 25% if SSNL equal to or less than 4.45:1 but Paragraph (b) of Clause 14.2
Thresholds greater than 4.20:1 and 0% if SSNL is equal to or less than 4.20:1.

MFN Margin Cap for MFN A percentage rate per annum equal to the aggregate of: Definition of "Additional
Facilities - Facility B: MFN Term Facility (EUR)
(a) 1.00% per annum; plus Margin Cap" and "Additional
MFN Term Facility (USD)
(b) the maximum Facility B Margin (being the highest potential Facility B Margin at any level Margin Cap", Clause 1.1
of the Margin grid (including any post-flex increase or decrease)).

Threshold Amount Greater of (i) £206 and (ii) 100% of LTM EBITDA. N/A

KE 39675-89:114289406.13 31 Project Neptune: Term Sheet

 Provision of Precedent
Basket / Threshold Description – Senior Facilities Agreement Senior Facilities Agreement
(if applicable)

Inside Maturity Basket Greater of (i) £206 million and (ii) 100% of LTM EBITDA9. Each of paragraph (b)(2) of
Clause 2.2 (Additional
Facilities)

9 Note: maturity restrictions to apply to any Additional Facilities incurred in euros or dollars under the Freebie Basket, Senior Secured Ratio Debt basket, Acquisition
Debt / Acquired Debt – Ratio basket and Acquisition Debt / Acquired Debt – General basket.

KE 39675-89:114289406.13 32 Project Neptune: Term Sheet

 APPENDIX C

SUN Term Sheet

28
 AGREED FORM

SUN TERM SHEET

Unless otherwise defined in this SUN Term Sheet, capitalised terms used in this SUN Term Sheet and not
defined herein have the meanings given to them in the SUN Commitment Letter, the Precedent SUN
Indenture, the Precedent SUN Purchase Agreement, the Senior Facilities Term Sheet, the Precedent Senior
Facilities Agreement or the Precedent Intercreditor Agreement (as applicable). References to the SUN
Commitment Letter in this SUN Term Sheet shall be to the SUN Commitment Letter to which this SUN
Term Sheet is appended.

SECTION 1 Parties and Documentation .........................................................................................................2

SECTION 2 Private SUNs...............................................................................................................................3
SECTION 3 Economics...................................................................................................................................6
SECTION 4 Conditions to Utilisation .............................................................................................................9
SECTION 5 Representations, Undertakings, Events of Default and Cancellation .......................................10
SECTION 6 Other Common Terms ..............................................................................................................12

Any term of the SUN Indenture or SUN Purchase Agreement which is not or is only partially described in
this SUN Term Sheet or the other Commitment Documents shall be:

(a) in respect of any general undertakings and associated definitions, as per the equivalent term of the
Senior Facilities Term Sheet (as adjusted to reflect an issuance of private senior unsecured notes in
accordance with the Precedent SUN Indenture);

(b) in respect of any other terms in the SUN Purchase Agreement, as per the equivalent terms in the
Precedent SUN Purchase Agreement; and

(c) in respect of any other terms in the SUN Indenture, as per the equivalent terms in the Precedent
SUN Indenture,

in each case, as amended as set forth in the SUN Commitment Letter.

KE 114381076.13
 SECTION 1
Parties and Documentation

Original SUN Purchasers: Each Original SUN Purchaser named on the signature pages of the SUN
Commitment Letter and any Additional Commitment Party in respect of
the SUNs appointed in accordance with the terms of the SUN
Commitment Letter.

SUN Trustee and SUN HSBC Bank plc.

Security Agent:

SUN Holdco: Cobham Ultra MidCo S.à r.l., the direct Holding Company of the SUN
Issuer, as described in the Tax Structure Memorandum.

SUN Issuer: Cobham Ultra SUNCo S.à r.l., a wholly-owned Subsidiary of SUN
Holdco, as described in the Tax Structure Memorandum.

Company: Cobham Ultra SeniorCo S.à r.l., a wholly-owned Subsidiary of SUN

Issuer, as described in the Tax Structure Memorandum.

UK Holdco: Cobham Ultra Limited, a wholly-owned Subsidiary of SeniorCo, as

described in the Tax Structure Memorandum.

Bidco: Cobham Ultra Acquisitions Limited, a wholly-owned Subsidiary of UK

Holdco, as described in the Tax Structure Memorandum.

SUN Group: The SUN Issuer and its Restricted Subsidiaries.

Legal Counsel to the SUN Kirkland & Ellis International LLP.

Issuer:

Legal Counsel to the Paul Hastings (Europe) LLP.

Original SUN Purchasers:

Documentation: The SUN Indenture, SUN Purchase Agreement and the Intercreditor
Agreement shall be documented on the basis set out in the SUN
Commitment Letter and this SUN Term Sheet.1

The first draft of the SUN Indenture, the SUN Purchase Agreement, the
Intercreditor Agreement and security documents in respect of the
Collateral shall be prepared by counsel for the SUN Issuer, unless
otherwise agreed.

1 Finance Documents (as defined in the Senior Facilities Agreement) to permit pension liabilities of the Target Group to benefit from
guarantees, security and other credit support (including on a pari passu basis with the Senior Facilities as Pension Pari Passu Liabilities
in accordance with the Precedent Intercreditor Agreement), provided that the aggregate amount of Pension Pari Passu Liabilities
shall not, at any time, exceed: (i) £125 million; plus (ii) any other Permitted Collateral Lien capacity which is otherwise permitted
under the Finance Documents.

KE 114381076.13
 SECTION 2
SUNs

Instrument: Privately placed floating rate notes.

Issuer: SUN Issuer.

Amount: An amount equal to the USD equivalent of GBP 330 million.

The USD amount shall be determined no later than the date on which the
initial notes purchase request is submitted by reference to (in the SUN
Issuer’s sole and absolute discretion) either:

(a) a rate of exchange determined by the SUN Issuer by reference to

any applicable foreign exchange contract(s) entered into by, or
offered to, any Investor, member of the Group or Affiliate of a
member of the Group (or any related average weighted rate of
exchange of such rates selected by the SUN Issuer (in its sole and
absolute discretion)); or

(b) a rate of exchange determined in accordance with the methodology

set out in the Agreed Form Interim Facilities Agreement,

and the notes purchase request shall set out the rates to be applied in
accordance with the above methodology.

Ranking: The SUNs will be senior obligations of the SUN Issuer and will rank and
be guaranteed as per the Topco Notes Liabilities in the Precedent
Intercreditor Agreement.

Guarantors: Subject to the Agreed Security Principles, each entity that is an obligor
under the Senior Facilities (collectively, the “Guarantors”) will guarantee
the obligations of the SUN Issuer under the SUNs and the SUN Indenture
(the “SUN Obligations”) on a senior subordinated basis. Each Guarantor’s
guarantee of SUN Obligations will be a senior subordinated obligation of
such Guarantor and will (i) be subordinated in right of payment to such
Guarantor’s existing and future senior indebtedness, including its
obligations in respect of the Senior Facilities, (ii) rank pari passu with all
such Guarantor’s existing and future subordinated indebtedness that is not
subordinated in right of payment to its guarantee of the SUN Obligations,
(iii) rank senior in right of payment to such Guarantor’s existing and future
subordinated indebtedness that is subordinated to its guarantee of the SUN
Obligations, (iv) be effectively subordinated to any existing and future
indebtedness of such Guarantor that is secured by property and assets that
do not secure the SUN Obligations (or such Guarantor’s guarantee thereof),
to the extent of the value of such property and assets securing such
indebtedness (including obligations under the Senior Facilities) and (v) be
structurally subordinated to any existing or future indebtedness of the
subsidiaries of such Guarantor that do not guarantee the SUN Obligations,
including their obligations to trade creditors.

Security: Subject to the Agreed Security Principles, the SUNs will be secured by (a)
a first-ranking pledge of the shares in the SUN Issuer and (b) a second-
ranking pledge of the shares in the Company (the “Collateral”).

Stated Maturity: 8 years after the SUN Closing Date.

KE 114381076.13
 Redemption Profile: Bullet payment of principal on the Stated Maturity.

Purpose: As per paragraph (a) of Clause 3.3 (Purpose) of the Agreed Form Interim
Facilities Agreement.

Availability Period: On and from the date of the SUN Purchase Agreement to the end of the
Certain Funds Period (referred to below). The SUNs may be issued, at the
SUN Issuer’s sole and absolute discretion, in one or more series; provided
that the aggregate principal amount of each series shall not exceed a pro
rata amount in proportion to the aggregate principal amount of PIK Notes
issued substantially concurrently with such series.

Interest Periods: Semi-annual.

Certain Funds Period: Shall mean the period beginning on (and including) the date of the SUN
Purchase Agreement and ending at 11.59 p.m. (in London) on the earliest
to occur of:

(a) if the Acquisition is intended to be completed pursuant to a

Scheme, the date falling twenty (20) Business Days after (and
excluding) the date on which the Scheme lapses (including, subject
to exhausting any rights of appeal, if a relevant court refuses to
sanction the Scheme), terminates or is withdrawn in writing, in
each case, in accordance with its terms in the Announcement or
Scheme Document (as defined in the Agreed Form Interim
Facilities Agreement) (other than (i) where such lapse, termination
or withdrawal is as a result of the exercise of Bidco's right to effect
a switch from the Scheme to an Offer and (ii) it is otherwise to be
followed within such twenty (20) Business Days by an
Announcement by Bidco to implement the Acquisition by a
different offer or scheme (as applicable));

(b) if the Acquisition is intended to be completed pursuant to an Offer,

the date falling twenty (20) Business Days after (and excluding) the
date on which the Offer lapses, terminates or is withdrawn, in each
case, in accordance with its terms in the Announcement or Offer
Document (as defined in the Agreed Form Interim Facilities
Agreement) (other than (i) where such lapse, termination or
withdrawal is as a result of the exercise of Bidco's right to effect a
switch from the Offer to a Scheme and (ii) it is otherwise to be
followed within such twenty (20) Business Days by an
Announcement by Bidco to implement the Acquisition by a
different offer or scheme (as applicable)); or

(c) the date (the “Long Stop Date”) falling twelve (12) months after
(and excluding) the date of the first public Announcement,

or, in each case, such later time and date as agreed by the Original SUN
Purchasers (each acting reasonably and in good faith); provided that:

(A) a switch from a Scheme to an Offer or from an Offer to a

Scheme (or, for the avoidance of doubt, any amendments
to the terms or conditions of a Scheme or an Offer) shall
not constitute a lapse, termination or withdrawal for the
purposes of paragraphs (a) or (b) (as applicable) above;

KE 114381076.13
 (B) if an initial drawdown has occurred under the Interim
Facilities Agreement, the Long Stop Date shall be
automatically extended to 11:59 p.m. on the Final
Repayment Date (as defined in the Interim Facilities
Agreement), to the extent the Final Repayment Date (as
defined in the Interim Facilities Agreement) would fall
after the Long Stop Date;

(C) the Long Stop Date will, upon the SUN Issuer’s request
(acting in good faith), be extended if necessary or
desirable in order to comply with the requirements of the
Panel: (x) if the Acquisition is intended to be completed
pursuant to a Scheme, up to a maximum of six (6) weeks;
or (y) if the Acquisition is intended to be completed
pursuant to an Offer, up to a maximum of eight (8) weeks;
and

(D) if the SUN Closing Date under the SUN Purchase

Agreement and the Issue Date under (and as defined in)
the SUN Indenture have occurred, the Long Stop Date
shall automatically be extended to the date falling 120
days after (and excluding) the later of the SUN Closing
Date and the Issue Date.

Time of Delivery of Not less than five (5) Business Days prior to the SUN Closing Date.
Purchase Request:

Listing: None.

Settlement: The SUNs will be held in certificated definitive form and will not clear via
the clearing systems.

KE 114381076.13
 SECTION 3
Economics

Applicable Rate: LIBOR plus 7.25% per annum. Interest will be computed on the basis of
a 365-day year and the actual number of days elapsed on the aggregate
outstanding principal amount of all SUNs.

Benchmark Rate: LIBOR (with such benchmark rate change regime as per the Precedent
Senior Facilities Agreement).

Benchmark Floor: 0.50%

Yield MFN: If any additional USD-denominated floating rate privately-placed senior

unsecured notes (“MFN Notes”) are committed to be incurred by the
SUN Issuer on or prior to the SUN Closing Date, the Effective Yield
applicable to such MFN Notes shall not exceed the Effective Yield
applicable to the SUNs as at the date of the SUN Commitment Letter
unless the Applicable Rate above is adjusted by reference to the amount
by which the Effective Yield in respect of such MFN Notes exceeds the
Effective Yield in respect of the SUNs as at the date of the SUN
Commitment Letter.

Where “Effective Yield” means the sum of (without double counting):

(a) the interest rate coupon with respect to such

indebtedness on the date of determination; plus

(b) any LIBOR floor applicable to the relevant indebtedness

on the date of determination provided that: (i) to the
extent that LIBOR (without giving effect to any floor in
such definition) on the date that the Effective Yield is
being calculated is less than such floor, the amount of
such difference shall be deemed added to the interest
rate coupon for such indebtedness for the purpose of
calculating the Effective Yield; and (ii) to the extent that
LIBOR (without giving effect to any floor in such
definition) on the date that the Effective Yield is being
calculated is greater than such floor, then the floor shall
be disregarded in calculating the Effective Yield; plus

(c) all fees, including upfront or similar fees or closing

payments or original issue discount (amortised over the
shorter of (A) the remaining weighted average life to
maturity of such indebtedness and (B) the three years
following the date of incurrence thereof) payable
generally to purchasers or other persons subscribing for
such indebtedness (and in the event that such purchasers
or other persons have received varying amounts of
original issue discount or upfront fees or closing
payments (payable generally to purchasers or other
persons) in respect of a particular issuance relevant to
such indebtedness, the calculation of Effective Yield
shall include the weighted average of the original issue
discount, upfront fees or closing payments for
purchasers or other persons subscribing for such
indebtedness), but excluding any arrangement,
structuring, commitment, underwriting, syndication,

KE 114381076.13
 ticking or other similar fees payable in connection
therewith or that are not generally shared with all
purchasers of such indebtedness and, if applicable,
consent fees for an amendment paid generally to
consenting purchasers or other persons of the relevant
indebtedness.

Ticking Fee: As set out in the SUN Closing Payment Letter.

Commitment Fee: None.

Closing Payment: As set out in the SUN Closing Payment Letter.

Optional Redemption: Until the date falling 12 months after the date on which the SUNs are
issued (the “Issue Date”), the SUNs will only be callable at a make-whole
premium calculated in accordance with the Precedent SUN Indenture
based on the applicable treasury rate (as applicable) (with a 0 floor) plus
50 basis points (the “Make Whole Premium”); provided that up to 15%
of the original principal amount of the SUNs (including additional SUNs)
will be callable at 102% plus accrued interest rather than the Make Whole
Premium.

From the date falling 12 months after the Issue Date until the date falling
24 months after the Issue Date, the SUNs will be callable at 102% of the
principal amount thereof plus accrued interest.

From the date falling 24 months after the Issue Date until the date falling
36 months after the Issue Date the SUNs will be callable at 101% of the
principal amount thereof plus accrued interest.

From the date falling 36 months after the Issue Date the SUNs will be
callable at par.

The provisions described in the preceding four paragraphs are

collectively referred to herein as the “Applicable Call Premium”.

Other than as set out in this SUN Term Sheet, the optional redemption
provisions will otherwise be the same as the Precedent SUN Indenture,
provided that, for the avoidance of doubt, there shall be no annual “10%
at 103%” feature.

No other call protection or redemption or prepayment fees (or other

restrictions on redemption or cancellation).

Mandatory Redemption: None.

Change of Control 100% of the principal amount of each SUN, plus (i) if Change of Control
Purchase Price: occurs during non-call period, the Make Whole Premium, or (ii) if
Change of Control occurs after the non-call period, the Applicable Call
Premium.

For the avoidance of doubt, no portability is permitted.

SUN Trustee / SUN As agreed with the SUN Trustee / SUN Security Agent.
Security Agent Fees:

KE 114381076.13
 No Deal, No Fees: No fees, commissions, costs or expenses (including the ticking fees)
(other than the agreed legal fees referred to in paragraph 6 (Fees, Costs
and Expenses) of the SUN Commitment Letter), will be payable unless
the SUN Closing Date occurs and all or part of the SUNs are issued.

KE 114381076.13
 SECTION 4
Conditions to Purchasers Obligations

Conditions Precedent: As per Schedule 3 (Conditions Precedent) of the Agreed Form Interim
Facilities Agreement, with the addition of:

(a) the execution of the SUN Indenture, definitive registered notes

and the Intercreditor Agreement by the members of the SUN
Group and the SUN Holdco which are party to such document;
and

(b) delivery of the SUN Approved List (provided, however, that this
condition precedent will be deemed to be satisfied if the SUN
Approved List is provided in the form received by the Original
SUN Purchasers prior to or on the date of the SUN Commitment
Letter, save for any amendments which are not materially
adverse to the interests of the Original SUN Purchasers (taken as
a whole) under the SUN Finance Documents or any other
changes or additions approved by the Original SUN Purchasers
(each acting reasonably).

Notwithstanding anything to the contrary, there will be no conditions

precedent directly or indirectly relating to any member of the Target
Group becoming a guarantor or granting security over its assets or any
person granting security over shares in, or receivables owed by, any
member of the Target Group.

Certain Funds: The SUNs will be purchased on a “certain funds basis” as per the Senior
Facilities Term Sheet (as amended by this SUN Term Sheet and taking
into account the position of the SUNs in the acquisition structure) during
the Certain Funds Period or as otherwise provided as per the Precedent
SUN Purchase Agreement.

KE 114381076.13
 SECTION 5
Representations, Covenants and Events of Default

Representations and As per the Precedent SUN Purchase Agreement, updated to reflect the
Warranties: Market Terms.

Information Undertakings: Obligations and time periods as per the Precedent SUN Indenture
(including, for the avoidance of doubt, a notification of Default or Event
of Default), provided that an obligation shall be included to require at
least one executive officer of the Group to host a conference call (not
more than once in every financial year (commencing with the first full
financial year following the SUN Closing Date) and upon receipt of
written notice from the holders of not less than a majority in aggregate
principal amount of the SUNs then outstanding) with the noteholders, at
a time and date to be agreed (acting reasonably) regarding the financial
performance of the Group.

There shall be no equity participation or board observer rights.

Financial Covenant: None.

Financial Definitions, Pro As per the Senior Facilities Term Sheet, with the following adjustments
Forma Adjustments & to the sub-section headed “Financial Definitions, Pro Forma Adjustments
Calculations: & Calculations” in Section 7 of the Senior Facilities Term Sheet: (i)
paragraph (a) shall be deleted and the 24-month look-forward time period
in the Precedent SUN Indenture shall be reduced to 18 months, (ii)
paragraph (b) shall be deleted and (iii) paragraph (c) shall be modified as
necessary to permit pro forma adjustments for revenue synergies solely
in respect of acquired products or services.

Negative Covenants: As per the Senior Facilities Term Sheet, unless indicated otherwise in this
SUN Term Sheet, provided that the SUN Indenture will contain (i)
changes to the Permitted Liens and Permitted Collateral Liens necessary
to reflect the position of the SUNs in the capital structure, including
Permitted Liens securing any Senior Indebtedness (as per the Precedent
SUN Indenture), (ii) with respect to the asset dispositions covenant,
customary changes to the debt repayment provisions and application of
proceeds time periods (which shall be 90 days longer than the comparable
periods for the Senior Facilities and otherwise as per the Precedent SUN
Indenture), and (iii) a leverage based restricted payments basket based off
Total Secured Net Leverage Ratio (including the SUNs) tested at the level
of the SUN Issuer).

For the avoidance of doubt, paragraph (f) of Section 4.17 (Financial

Calculations) of the Precedent SUN Indenture shall be incorporated into
the SUN Indenture in the form set out in the Precedent SUN Indenture.

To the extent any of the basket permissions, ratio levels or other

documentation flexibilities incorporated into the SUN Indenture by
reference to such terms in the Senior Facilities Term Sheet are reduced,
removed or would otherwise improve the position of the noteholders
under the SUN Indenture pursuant to the syndication of Facility B (a
“Documentation Flex Item”), the SUN Issuer agrees to promptly enter
into such documentation and take such steps as necessary to provide that
the terms of the SUN Indenture are amended to reflect the Documentation
Flex Item.

KE 114381076.13
 Notwithstanding anything set out above or contained in any other
Commitment Document (including the Senior Facilities Term Sheet), the
following terms shall be reflected in the SUN Indenture (by reference to
the terms as defined in Schedule 1 (Key Baskets and Thresholds) of the
Senior Facilities Term Sheet):

(a) other than in respect of Acquisition Debt/Acquired Debt, the no-

worsening incurrence permissions set out in the section headed
“Debt Incurrence” shall be deleted;

(b) utilisation of the “evergreen” and general restricted payments

baskets for the redemption of subordinated indebtedness shall be
subject to compliance with a customary “No Default or Event of
Default” blocker;

(c) the definition of “Permitted Investments” shall include a

“J. Crew blocker” prohibiting any transfer of material
intellectual property into Unrestricted Subsidiaries (as per the
Precedent SUN Indenture); and

(d) the definition of “Affiliates” shall include the Cobham group and
undisclosed affiliate transactions between the Target Group and
the Cobham group shall not be grandfathered.

Affirmative Covenants: As per the Precedent SUN Indenture and applicable solely to the SUN
Issuer. The Offer/Scheme related undertakings shall be included in
accordance with the Senior Facilities Term Sheet.

Events of Default: As per the Senior Facilities Term Sheet, updated to reflect the Market
Terms.

Clean-Up Period and As per the Senior Facilities Agreement, updated to reflect the Market
Excluded Matters: Terms.

KE 114381076.13
 SECTION 6
Other Common Terms

Assignment and Transfers: As per the Precedent SUN Indenture.

Net Short Provisions: As per the Precedent SUN Indenture.

Tax: As per the Precedent SUN Purchase Agreement and Precedent SUN
Indenture (as applicable), as adjusted as necessary to reflect the
jurisdictions of the SUN Group (including any potential additional SUN
issuers) provided that any member of the SUN Group shall be entitled to
set-off any amount or payment due from a SUN holder (where it has
received a payment in respect of which a Tax Deduction should have been
made (or made at a higher rate)) against any amount or payment owed by
a member of the SUN Group (and, in the event of any such set-off by a
member of the SUN Group, for the purposes of the SUN Finance
Documents, the SUN Trustee, or, as the case may be, the Security Agent
shall treat such set-off as reducing only amounts due to the relevant SUN
holders), and the Precedent SUN Indenture will be amended so as to be
subject to such provision.

Mandatory Hedging: None.

Management input: The Original SUN Purchasers acknowledge that this SUN Term Sheet
(including all documents referenced herein) has been negotiated without
full access to the management of the Target Group.

The parties to the Commitment Documents agree to negotiate in good

faith any amendments, variations or supplements to this SUN Term
Sheet, the SUN Indenture or any other related documents to the extent
reasonably requested prior to the relevant signing dates by the Group for
the anticipated operational requirements and flexibility of the Group
following the SUN Closing Date.

General: Save as expressly set out in this SUN Term Sheet, no provisions of the
documents in relation to the SUNs shall be more onerous for or restrictive
on the SUN Group than:

(a) the Precedent SUN Agreements, the Senior Facilities Term Sheet
or other equivalent Market Terms with references to the Precedent
Agreements to be construed accordingly; and/or

(b) in the case of any relevant local law matters (including guarantee
provisions and security documents), the relevant provisions in any
recent top tier (or other equivalent Market Terms) sponsor-led
European leverage financing involving that jurisdiction.

Governing Law and As per the Precedent SUN Indenture and Precedent SUN Purchase
Jurisdiction: Agreement (as applicable).

KE 114381076.13
APPENDIX D

PIK Term Sheet

29
 AGREED FORM

PIK TERM SHEET

Unless otherwise defined in this PIK Term Sheet, capitalised terms used in this PIK Term Sheet and not
defined herein have the meanings given to them in the PIK Commitment Letter, the Precedent PIK Indenture,
the Precedent PIK Purchase Agreement, the Senior Facilities Term Sheet, the Precedent Senior Facilities
Agreement or the Precedent Subordination Deed (as applicable). References to the PIK Commitment Letter
in this PIK Term Sheet shall be to the PIK Commitment Letter to which this PIK Term Sheet is appended.

SECTION 1 Parties and Documentation .........................................................................................................2

SECTION 2 PIK Notes....................................................................................................................................4
SECTION 3 Economics...................................................................................................................................6
SECTION 4 Conditions to Utilisation .............................................................................................................7
SECTION 5 Representations, Undertakings, Events of Default and Cancellation .........................................8
SECTION 6 Other Common Terms ..............................................................................................................13

Any term of the PIK Indenture or PIK Purchase Agreement which is not or is only partially described in this
PIK Term Sheet or the other Commitment Documents shall be:

(a) in respect of any general undertakings and associated definitions, as per the equivalent term of the
Senior Facilities Term Sheet (as adjusted to reflect an issuance of private payment-in-kind toggle
notes in accordance with the Precedent PIK Indenture);

(b) in respect of any other terms in the PIK Purchase Agreement, as per the equivalent terms in the
Precedent PIK Purchase Agreement; and

(c) in respect of any other terms in the PIK Indenture, as per the equivalent terms in the Precedent PIK
Indenture,

in each case, as amended as set forth in the PIK Commitment Letter.

KE 114381075.12
 SECTION 1
Parties and Documentation

Original PIK Purchasers: Each Original PIK Purchaser named on the signature pages of the PIK
Commitment Letter and any Additional Commitment Party in respect of
the PIK Notes appointed in accordance with the terms of the PIK
Commitment Letter.

PIK Trustee and PIK HSBC Bank plc.

Security Agent:

Topco: Cobham Ultra TopCo S.à r.l., the direct Holding Company of the PIK
Issuer, as described in the Tax Structure Memorandum.

PIK Issuer: Cobham Ultra PIKCo S.à r.l., a wholly-owned Subsidiary of Topco, as
described in the Tax Structure Memorandum.

Midco: Cobham Ultra MidCo S.à r.l., a wholly-owned Subsidiary of the PIK
Issuer, as described in the Tax Structure Memorandum.

SUNco: Cobham Ultra SunCo S.à r.l., a wholly-owned Subsidiary of Midco, as

described in the Tax Structure Memorandum.

Company: Cobham Ultra SeniorCo S.à r.l., a wholly-owned Subsidiary of SUNco,

as described in the Tax Structure Memorandum.

Bidco: Cobham Ultra Acquisitions Limited, as described in the Tax Structure

Memorandum.

PIK Group: The PIK Issuer and its Restricted Subsidiaries.

PIK Only Group: Each member of the PIK Group which is not a member of the Senior
Group (excluding, for the avoidance of doubt, any Unrestricted
Subsidiary).

Issuer: The PIK Issuer.

Senior Group: SUNco and its Restricted Subsidiaries.

Legal Counsel to the PIK Kirkland & Ellis International LLP.

Issuer:

Legal Counsel to the Paul Hastings (Europe) LLP.

Original PIK Purchasers:

Documentation: The PIK Indenture, PIK Purchase Agreement and the Subordination Deed
shall be documented on the basis set out in the PIK Commitment Letter
and this PIK Term Sheet.

The first draft of the PIK Indenture, the PIK Purchase Agreement, the
Subordination Deed and security documents in respect of the Collateral
shall be prepared by counsel for the PIK Issuer, unless otherwise agreed.

KE 114381075.12
 SECTION 2
PIK Notes

Instrument: Privately placed floating rate payment-in-kind toggle notes.

Issuer: PIK Issuer.

Amount: An amount equal to the USD equivalent of GBP 315 million.

The USD amount shall be determined no later than the date on which the
initial notes purchase request is submitted by reference to (in the PIK
Issuer’s sole and absolute discretion) either:

(a) a rate of exchange determined by the PIK Issuer by reference to

any applicable foreign exchange contract(s) entered into by, or
offered to, any Investor, member of the Group or Affiliate of a
member of the Group (or any related average weighted rate of
exchange of such rates selected by the PIK Issuer (in its sole and
absolute discretion)); or

(b) a rate of exchange determined in accordance with the methodology

set out in the Agreed Form Interim PIK Facility Agreement,

and the notes purchase request shall set out the rates to be applied in
accordance with the above methodology.

Ranking: The PIK Notes will be senior obligations of the PIK Issuer and will be
structurally subordinated to the Senior Facilities and the SUNs.1 There shall
be no intercreditor or sharing of transaction security or collateral between
any structurally senior ranking facilities or notes and the PIK Notes.

The PIK Notes will rank pari passu in right of payment with any other
indebtedness of the PIK Issuer not expressly subordinated in right of
payment to the PIK Notes and will rank senior to any equity and equity-like
instruments. Under the Subordination Deed, any investor/shareholder loans
from Topco (or any direct or indirect shareholder of the PIK Issuer from
time to time) to the PIK Issuer shall be subordinated to the PIK Notes.

Guarantors: None.

Security: Subject to the Agreed Security Principles, the PIK Notes will be secured by
(i) first-ranking pledges of the shares in Midco and intercompany
receivables owing to the PIK Issuer by Midco, and (ii) a first-ranking pledge
over the material bank accounts of the PIK Issuer (without control over use
and freely operational prior to acceleration) (the “Collateral”).

Stated Maturity: 9 years after the PIK Closing Date.

Redemption Profile: Bullet payment of principal and capitalised interest on the Stated Maturity.

1 Finance Documents (as defined in the Senior Facilities Agreement) to permit pension liabilities of the Target Group to benefit from
guarantees, security and other credit support (including on a pari passu basis with the Senior Facilities as Pension Pari Passu Liabilities
in accordance with the Precedent Intercreditor Agreement), provided that the aggregate amount of Pension Pari Passu Liabilities
shall not, at any time, exceed: (i) £125 million; plus (ii) any other Permitted Collateral Lien capacity which is otherwise permitted
under the Finance Documents.

KE 114381075.12
 Subject to the Cash Pay Option (as defined below), interest shall capitalise
at the end of each Interest Period at the PIK interest rate and be added to the
principal of the PIK Notes outstanding.

Purpose: As per paragraph (a) of Clause 3.3 (Purpose) of the Agreed Form Interim
PIK Facility Agreement.

Availability Period: On and from the date of the PIK Purchase Agreement to the end of the
Certain Funds Period (referred to below). The PIK Notes may be issued, at
the PIK Issuer’s sole and absolute discretion, in one or more series; provided
that the aggregate principal amount of each series shall not exceed a pro
rata amount in proportion to the aggregate principal amount of SUNs issued
substantially concurrently with such series.

Interest Periods: Semi-annual.

Certain Funds Period: Shall mean the period beginning on (and including) the date of the PIK
Purchase Agreement and ending at 11.59 p.m. (in London) on the earliest
to occur of:

(a) if the Acquisition is intended to be completed pursuant to a

Scheme, the date falling twenty (20) Business Days after (and
excluding) the date on which the Scheme lapses (including, subject
to exhausting any rights of appeal, if a relevant court refuses to
sanction the Scheme), terminates or is withdrawn in writing, in
each case, in accordance with its terms in the Announcement or
Scheme Document (as defined in the Agreed Form Interim PIK
Facility Agreement) (other than (i) where such lapse, termination
or withdrawal is as a result of the exercise of Bidco's right to effect
a switch from the Scheme to an Offer and (ii) it is otherwise to be
followed within such twenty (20) Business Days by an
Announcement by Bidco to implement the Acquisition by a
different offer or scheme (as applicable));

(b) if the Acquisition is intended to be completed pursuant to an Offer,

the date falling twenty (20) Business Days after (and excluding)
the date on which the Offer lapses, terminates or is withdrawn, in
each case, in accordance with its terms in the Announcement or
Offer Document (as defined in the Agreed Form Interim PIK
Facility Agreement) (other than (i) where such lapse, termination
or withdrawal is as a result of the exercise of Bidco's right to effect
a switch from the Offer to a Scheme and (ii) it is otherwise to be
followed within such twenty (20) Business Days by an
Announcement by Bidco to implement the Acquisition by a
different offer or scheme (as applicable)); or

(c) the date (the “Long Stop Date”) falling twelve (12) months after
(and excluding) the date of the first public Announcement,

or, in each case, such later time and date as agreed by the Original PIK
Purchasers (each acting reasonably and in good faith); provided that:

(A) a switch from a Scheme to an Offer or from an Offer to

a Scheme (or, for the avoidance of doubt, any
amendments to the terms or conditions of a Scheme or
an Offer) shall not constitute a lapse, termination or

KE 114381075.12
 withdrawal for the purposes of paragraphs (a) or (b) (as
applicable) above;

(B) if an initial drawdown has occurred under the Interim

PIK Facility Agreement, the Long Stop Date shall be
automatically extended to 11:59 p.m. on the Final
Repayment Date (as defined in the Interim PIK Facility
Agreement), to the extent the Final Repayment Date (as
defined in the Interim PIK Facility Agreement) would
fall after the Long Stop Date;

(C) the Long Stop Date will, upon the PIK Issuer’s request
(acting in good faith) be extended if necessary or
desirable in order to comply with the requirements of the
Panel: (x) if the Acquisition is intended to be completed
pursuant to a Scheme, up to a maximum of six (6) weeks;
or (y) if the Acquisition is intended to be completed
pursuant to an Offer, up to a maximum of eight (8)
weeks; and

(D) if the PIK Closing Date under the PIK Purchase

Agreement and the Issue Date under the PIK Indenture
(as applicable) have occurred, the Long Stop Date shall
automatically be extended to the date falling 120 days
after (and excluding) the later of the PIK Closing Date
and the Issue Date.

Time of Delivery of Not less than five (5) Business Days prior to the PIK Closing Date.
Purchase Request:

Listing: None.

Settlement: The PIK Notes will be held in certificated definitive form and will not clear
via the clearing systems.

KE 114381075.12
 AGREED FORM

SECTION 3
Economics

Applicable Rate: LIBOR plus 9.00% per annum. Interest will be computed on the basis of
a 365-day year and the actual number of days elapsed on the aggregate
outstanding principal amount of all PIK Notes.

The Applicable Rate shall be reduced by 0.75% per annum in respect of

any Interest Period in respect of which the PIK Issuer has delivered a
notice to the PIK Trustee (such notice to be delivered no later than three
Business Days prior to the end of the applicable Interest Period) notifying
of its election to pay interest in respect of the PIK Notes in cash (the
“Cash Pay Option”).

Benchmark Rate: LIBOR (with such benchmark rate change regime as per the Precedent
Senior Facilities Agreement).

Benchmark Floor: 0.50%

Ticking Fee: As set out in the PIK Notes Closing Payment Letter.

Commitment Fee: None.

Closing Payment: As set out in the PIK Notes Closing Payment Letter.

Optional Redemption: Until the date falling 18 months after the date on which the PIK Notes are
issued (the “Issue Date”), the PIK Notes will only be callable at a make-
whole premium calculated in accordance with the Precedent PIK
Indenture based on the applicable treasury rate (as applicable) (with a 0
floor) plus 50 basis points (the “Make Whole Premium”).

From the date falling 18 months after the Issue Date until the date falling
30 months after the Issue Date, the PIK Notes will be callable at 102% of
the principal amount thereof plus accrued interest.

From the date falling 30 months after the Issue Date until the date falling
42 months after the Issue Date the PIK Notes will be callable at 101% of
the principal amount thereof plus accrued interest.

From the date falling 42 months after the Issue Date the PIK Notes will
be callable at par.

The provisions described in the preceding four paragraphs are

collectively referred to herein as the “Applicable Call Premium”.

Other than as set out in this PIK Term Sheet (including in the PIK
Override Provisions), the optional redemption provisions will otherwise
be the same as the Precedent PIK Indenture, provided that, for the
avoidance of doubt, there shall be no annual “10% at 103%” feature.

No other call protection or redemption or prepayment fees (or other

restrictions on redemption or cancellation).

Mandatory Redemption: None.

KE 114381075.12
 Change of Control 100% of the principal amount of each PIK Note, plus (i) if Change of
Purchase Price: Control occurs during non-call period, the Make Whole Premium, or (ii)
if Change of Control occurs after the non-call period, the Applicable Call
Premium.

For the avoidance of doubt, no portability is permitted.

PIK Trustee / Security As agreed with the PIK Notes Trustee / PIK Security Agent.
Agent Fees:

No Deal, No Fees: No fees, commissions, costs or expenses (including the ticking fees)
(other than the agreed legal fees referred to in paragraph 6 (Fees, Costs
and Expenses) of the PIK Commitment Letter), will be payable unless the
PIK Closing Date occurs and all or part of the PIK Notes are issued.

KE 114381075.12
 SECTION 4
Conditions to Purchasers Obligations

Conditions Precedent: As per Schedule 3 (Conditions Precedent) of the Agreed Form Interim
PIK Facility Agreement, with the addition of:

(a) the execution of the PIK Indenture, definitive registered notes

and the Subordination Deed by the members of the PIK Group
and Topco which are party to such document; and

(b) delivery of the PIK Approved List (provided, however, that this
condition precedent will be deemed to be satisfied if the PIK
Approved List is provided in the form received by the Original
PIK Purchasers prior to or on the date of the PIK Commitment
Letter, save for any amendments which are not materially
adverse to the interests of the Original PIK Purchasers (taken as
a whole) under the PIK Finance Documents or any other changes
or additions approved by the Original PIK Purchasers (each
acting reasonably).

Certain Funds: The PIK Notes will be purchased on a “certain funds basis” as per the
Senior Facilities Term Sheet (as amended by this PIK Term Sheet and
taking into account the position of the PIK Notes in the acquisition
structure) during the Certain Funds Period or as otherwise provided as per
the Precedent PIK Purchase Agreement.

KE 114381075.12
 SECTION 5
Representations, Covenants and Events of Default

Representations and As per the Precedent PIK Purchase Agreement (except that
Warranties: representations shall be applicable solely to the PIK Issuer), updated to
reflect the Market Terms.

Information Undertakings: Obligations and time periods as per the Precedent PIK Indenture
(including, for the avoidance of doubt, a notification of Default or Event
of Default), provided that (i) there shall be no requirement to deliver any
financial statements or reports to the PIK Notes Trustee other than any
financial statements and/or reports delivered pursuant to the information
undertakings under the Senior Facilities Agreement or the reporting
covenant under the SUN Indenture, which shall each be furnished to the
PIK Notes Trustee within ten (10) Business Days of the delivery of such
financial statements and/or reports to the agent under the Senior Facilities
Agreement or the trustee under the SUN Indenture, as applicable, and (ii)
an obligation shall be included to require at least one executive officer of
the Senior Group to host a conference call (not more than once in every
financial year (commencing with the first full financial year following the
PIK Closing Date) and upon receipt of written notice from the holders of
not less than a majority in aggregate principal amount of the PIK Notes
then outstanding) with the noteholders, at a time and date to be agreed
(acting reasonably) regarding the financial performance of the Senior
Group.

There shall be no equity participation or board observer rights.

Financial Covenant: None.

Financial Definitions, Pro As per the Senior Facilities Term Sheet, with the following adjustments
Forma Adjustments & to the sub-section headed “Financial Definitions, Pro Forma Adjustments
Calculations: & Calculations” in Section 7 of the Senior Facilities Term Sheet: (i)
paragraph (a) shall be deleted and the 24-month look-forward time period
in the Precedent PIK Indenture shall be reduced to 18 months, (ii)
paragraph (b) shall be deleted and (iii) paragraph (c) shall be modified as
necessary to permit pro forma adjustments for revenue synergies solely
in respect of acquired products or services.

Affirmative Covenants: As per the Precedent PIK Indenture and applicable solely to the PIK
Issuer. The Offer/Scheme related undertakings shall be included in
accordance with the Senior Facilities Term Sheet.

Negative Covenants: As per the SUN Indenture (including, for the avoidance of doubt, the
terms in paragraph 3 of “Negative Covenants” in the SUN Term Sheet),
unless indicated otherwise in this PIK Term Sheet, provided that the PIK
Indenture will contain (i) changes to the Permitted Liens and Permitted
Collateral Liens necessary to reflect the position of the PIK Notes in the
capital structure, including Permitted Liens securing Indebtedness of the
SUN Issuer and any Senior Restricted Subsidiary (as per the Precedent
PIK Indenture), (ii) with respect to the asset dispositions covenant,
customary changes to the debt repayment provisions and application of
proceeds time periods (which shall be 90 days longer than the comparable
periods under the SUN Indenture), and (iii) a leverage based restricted
payments basket based off Consolidated PIK Group Total Net Leverage
(as defined below), save that:

KE 114381075.12
 (a) other than to the extent expressly set out in this PIK Term Sheet,
the restrictive covenants shall apply to the PIK Group;

(b) the PIK Override Provisions (together with the debt incurrence,
restricted payments and other adjustments unique to the
Precedent PIK Indenture and not included in the equivalent
provisions of the Precedent Senior Facilities Agreement) shall
apply;

(c) save as expressly set out in this PIK Term Sheet (including, for
the avoidance of doubt, terms defined by reference to the SUN
Indenture, (i) any permissions, thresholds, baskets or ratios
applicable to the Senior Group and related definitions shall be set
out in the PIK Indenture as per the Senior Facilities Term Sheet
so that no covenants on the Senior Group under the PIK
Indenture shall be more restrictive than under the Senior
Facilities Term Sheet or the SUN Term Sheet and (ii) no
transaction to be entered into by a member of the Senior Group
which is permitted under the Senior Facilities Term Sheet and
(as applicable) the Precedent Senior Facilities Agreement shall
be prohibited under the PIK Indenture;

(d) in respect of the PIK Only Group, the permissions and carve outs
under the covenants (including any permissions and carve outs
set out in the definitions) shall apply to the PIK Only Group in
the same way as these apply to the Senior Group under the Senior
Facilities Term Sheet and (as applicable) the Precedent Senior
Facilities Agreement provided that any structural protections
included in the Precedent PIK Indenture (including, without
limitation, the applicability of certain covenant permissions to
members of the Senior Group only) which are not otherwise
expressly overridden by or set out in this PIK Term Sheet
(including the PIK Override Provisions) shall be included in the
PIK Indenture;

(e) a holding company covenant shall apply to the PIK Issuer and
Midco in accordance with the terms of the holding company
covenant in the Precedent PIK Indenture;

(f) a no short-circuit covenant shall be included in accordance with

the Precedent PIK Indenture as amended to exclude investor
independent debt funds from the applicability of such provision;
and

(g) restriction on all indirect Restricted Payments and indirect

Investments to the Sponsors/Sponsor Affiliates in line with the
Precedent PIK Indenture.

PIK Override Provisions: Debt covenant

Notwithstanding the terms of the Precedent PIK Indenture,

(a) the anti-layering provisions applicable to the Senior Group shall

be deleted; and

(b) no further indebtedness shall be permitted to be incurred by the

PIK Issuer or Midco, it being understood that the Senior Group

KE 114381075.12
 shall be permitted to incur additional indebtedness as set forth in
the Senior Facilities Agreement and the SUN Indenture (with all
ratios to mirror the applicable ratios in the Senior Facilities
Agreement as at the PIK Closing Date), which indebtedness may
be secured on all assets of the Senior Group.

Restricted Payments covenant

Notwithstanding the terms of the Precedent PIK Indenture, the following

Restricted Payment permissions shall apply:

(a) the Restricted Payment permission in respect of Permitted

Specified Asset Dispositions contained in the Precedent PIK
Indenture shall be amended as follows:

(i) the permission in respect of distributions made with no more

than 50% of the Net Available Cash from Permitted Specified
Asset Dispositions shall be deleted;

(ii) the permission in respect of dispositions made with no more

than 100% of the Net Available Cash from Permitted Specified
Asset Dispositions (the “Relevant Proceeds”) shall be tested
solely by reference to a Consolidated PIK Group Total Net
Leverage level set at 7.57x (being 0.50x inside Opening
Consolidated PIK Group Total Net Leverage), subject to
compliance with a customary “No Event of Default blocker”;

(iii) there shall be no requirement to make a Deleveraging Offer,

except that the PIK Issuer shall have a right to offer holders, at
the PIK Issuer’s sole and absolute discretion, to redeem the PIK
Notes at a price equal to 102% (or, if lower, the then Applicable
Call Premium) with any remaining Relevant Proceeds available
to the PIK Issuer and which are not capable of being distributed
as set forth in (ii) above. Any Relevant Proceeds which are
declined by the holders of the PIK Notes shall be permitted to be
distributed and not subject to any incurrence test or blocker;

(iv) the definition of “Permitted Specified Asset Disposition”

shall be replaced with a generic reference to one or more
dispositions of assets contributing not in excess of 25% of LTM
EBITDA (on a cumulative basis and prior to giving effect to each
such disposition);

(b) a de minimis Restricted Payments basket shall be included,

which shall permit Restricted Payments by the PIK Issuer prior
to the occurrence of an Initial Public Offering in an amount equal
to the greater of (i) £10.5 million and (ii) 5% of LTM EBITDA
per annum (provided that no “carry-forward” or “carry-back”
provision shall be applicable to this basket permission);

(c) prior to an Initial Public Offering (as defined in the Precedent

PIK Indenture), the following Restricted Payments baskets shall
be unavailable: the CNI build-up basket, the ratio-based
“evergreen” basket, the available amount basket, the post-IPO
basket, the declined proceeds baskets, the general basket and the
basket permitting distributions of amounts not deemed excess
proceeds. For the avoidance of doubt, the excluded contributions

KE 114381075.12
 Restricted Payments baskets shall be available irrespective of the
occurrence of an Initial Public Offering; and

(d) prior to an Initial Public Offering (as defined in the Precedent

PIK Indenture), any purchase, acquisition or transfer of assets or
property of an Unrestricted Subsidiary to any parent entity or
affiliate of the PIK Issuer will not be permitted to the extent that
it would constitute an indirect restricted investment (as per the
Precedent PIK Indenture).

There shall be no restriction on Midco or any member of the Senior Group

making any payment, dividend, distributions or other Restricted
Payments (as defined under the Precedent Senior Facilities Agreement as
amended by the Senior Facilities Term Sheet) to the PIK Issuer under the
PIK Indenture.

Events of Default: As per the Senior Facilities Term Sheet, updated to reflect the Market
Terms.

Clean-Up Period and 210 days in respect of the Acquisitions and any Subsequent Permitted
Excluded Matters: Acquisitions, updated to reflect the Market Terms.

Permitted Investments: As per the Senior Facilities Term Sheet.

Ratios, Baskets and As per the Senior Facilities Term Sheet and the SUN Term Sheet unless
thresholds: indicated otherwise in this PIK Term Sheet.

For the avoidance of doubt, paragraph (f) of Section 4.14 (Financial

Calculations) of the Precedent PIK Indenture shall be incorporated into
the PIK Indenture in the form set out in the Precedent PIK Indenture.

To the extent any of the basket permissions, ratio levels or other

documentation flexibilities incorporated into the PIK Indenture by
reference to such terms in the Senior Facilities Term Sheet are reduced,
removed or would otherwise improve the position of the noteholders
under the PIK Indenture pursuant to the syndication of Facility B (a
“Documentation Flex Item”), the PIK Issuer agrees to promptly enter
into such documentation and take such steps as necessary to provide that
the terms of the PIK Indenture are amended to reflect the Documentation
Flex Item (it being understood that in no event shall any Documentation
Flex Item result in amendments to the provisions governing permitted
specified asset dispositions as set forth above).

Ratio calculations: As per the Senior Facilities Term Sheet save that “Consolidated PIK
Group Total Net Leverage” means, as of any date of determination, the
ratio of the Total Debt as of such date to LTM EBITDA less the aggregate
amount of cash and Cash Equivalent Investments of the PIK Group (in
each case, calculated on the same basis as under the Senior Facilities
Term Sheet and (if applicable) the Precedent Senior Facilities
Agreement) but in respect of the PIK Group.

“LTM EBITDA” shall be calculated in accordance with the Senior

Facilities Term Sheet but in respect of the PIK Group.

“Opening Consolidated PIK Group Total Net Leverage” means

8.07:1.

KE 114381075.12
 SECTION 6
Other Common Terms

Assignment and Transfers: As per the Precedent PIK Indenture.

Net Short Provisions: As per the Precedent SUN Indenture.

Tax: As per the Precedent PIK Purchase Agreement and Precedent PIK
Indenture (as applicable), as adjusted as necessary to reflect the
jurisdictions of the PIK Group (including any potential additional PIK
issuers) provided that any member of the PIK Group shall be entitled to
set-off any amount or payment due from a PIK holder (where it has
received a payment in respect of which a Tax Deduction should have been
made (or made at a higher rate)) against any amount or payment owed by
a member of the PIK Group (and, in the event of any such set-off by a
member of the PIK Group, for the purposes of the PIK Finance
Documents, the PIK Trustee, or, as the case may be, the Security Agent
shall treat such set-off as reducing only amounts due to the relevant PIK
holders), and the Precedent PIK Indenture will be amended so as to be
subject to such provision.

Mandatory Hedging: None.

Management input: The Original PIK Purchasers acknowledge that this PIK Term Sheet
(including all documents referenced herein) has been negotiated without
full access to the management of the Target Group.

The parties to the Commitment Documents agree to negotiate in good

faith any amendments, variations or supplements to this PIK Term Sheet,
the PIK Indenture or any other related documents to the extent reasonably
requested prior to the relevant signing dates by the Group for the
anticipated operational requirements and flexibility of the Group
following the PIK Closing Date.

General: Save as expressly set out in this PIK Term Sheet, no provisions of the
documents in relation to the PIK Notes shall be more onerous for or
restrictive on the Senior Group than:

(a) the Precedent PIK Agreements, the Senior Facilities Term Sheet
or other equivalent Market Terms with references to the Precedent
Agreements to be construed accordingly; and/or

(b) in the case of any relevant local law matters (including guarantee
provisions and security documents), the relevant provisions in any
recent top tier (or other equivalent Market Terms) sponsor-led
European financing involving that jurisdiction.

Governing Law and As per the Precedent PIK Indenture and Precedent PIK Purchase
Jurisdiction: Agreement (as applicable).

KE 114381075.12
 APPENDIX E

Agreed Form Interim PIK Facility Agreement

30
 AGREED FORM

Date: [●] August 2021

INTERIM PIK FACILITY AGREEMENT

COBHAM ULTRA TOPCO S.À R.L.

(as Topco)

COBHAM ULTRA PIKCO S.À R.L.

(as the Company)

with

THE FINANCIAL INSTITUTIONS LISTED HEREIN

(as Interim PIK Lenders)

and

HSBC BANK PLC

(as Interim PIK Facility Agent)

and

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

(as Interim PIK Security Agent)

KIRKLAND & ELLIS INTERNATIONAL LLP

30 St. Mary Axe

London EC3A 8AF
Tel: +44 (0)20 7469 2000
Fax: +44 (0)20 7469 2001
www.kirkland.com

Project Neptune: Interim PIK Facility Agreement

KE 39675-89:114426129.10
 TABLE OF CONTENTS

Page

1. Interpretation ......................................................................................................................................1
2. The Interim PIK Facility - Availability..............................................................................................1
3. The Making of the Interim PIK Loans...............................................................................................3
4. Obligors' Agent ..................................................................................................................................6
5. Nature of an Interim Finance Party's Rights and Obligations............................................................6
6. Utilisation...........................................................................................................................................7
7. Repayment and Prepayment...............................................................................................................8
8. Interest................................................................................................................................................9
9. Market Disruption ............................................................................................................................12
10. Taxes ................................................................................................................................................13
11. Increased Costs.................................................................................................................................20
12. Payments ..........................................................................................................................................22
13. Fees and Expenses............................................................................................................................25
14. Indemnities.......................................................................................................................................26
15. Subordination ...................................................................................................................................29
16. Security ............................................................................................................................................30
17. Agents and Arrangers.......................................................................................................................32
18. Pro Rata Payments ...........................................................................................................................40
19. Set-Off..............................................................................................................................................41
20. Notices..............................................................................................................................................41
21. Confidentiality..................................................................................................................................43
22. Know Your Customer Requirements ...............................................................................................44
23. Representations, Undertakings and Events of Default.....................................................................44
24. Changes to Parties ............................................................................................................................47
25. Impairment and Replacement of Interim Finance Parties................................................................53
26. Conduct of Business by the Interim Finance Parties .......................................................................53
27. Amendments and Waivers ...............................................................................................................53
28. Miscellaneous...................................................................................................................................55
29. Governing Law.................................................................................................................................56
30. Jurisdiction .......................................................................................................................................56
SCHEDULE 1 Definitions and Interpretation ...............................................................................................60
SCHEDULE 2 Form of Drawdown Request.................................................................................................85
SCHEDULE 3 Conditions Precedent ............................................................................................................86
SCHEDULE 4 Major Representations, Undertakings and Events of Default...............................................92
SCHEDULE 5 Impairment and Replacement of Interim Finance Parties...................................................101
SCHEDULE 6 Form of Transfer Certificate ...............................................................................................113
SCHEDULE 7 Form of Assignment Agreement.........................................................................................116
SCHEDULE 8 The Original Interim PIK Lenders ......................................................................................119
SCHEDULE 9 Accession Deed...................................................................................................................120

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KE 39675-89:114426129.10
THIS AGREEMENT is made on [●] August 2021 between:

(1) COBHAM ULTRA TOPCO S.À R.L., a private limited liability company (société à
responsabilité limitée) incorporated under the laws of Luxembourg with registered office at 2-4, rue
Beck, L-1222 Luxembourg, Grand Duchy of Luxembourg and in registration process with the
Luxembourg Register de Commerce et des Sociétés (R.C.S. Luxembourg) ("Topco");

(2) COBHAM ULTRA PIKCO S.À R.L., a private limited liability company (société à responsabilité
limitée) incorporated under the laws of Luxembourg with registered office at 2-4, rue Beck, L-1222
Luxembourg, Grand Duchy of Luxembourg and in registration process with the Luxembourg
Register de Commerce et des Sociétés (R.C.S. Luxembourg) (the "Original Borrower" and the
"Company");

(3) THE FINANCIAL INSTITUTIONS listed in Schedule 8 (The Original Interim PIK Lenders) as
lenders (the "Original Interim PIK Lenders");

(4) HSBC BANK PLC as agent of the other Interim Finance Parties (the "Interim PIK Facility
Agent"); and

(5) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED as security agent for the Interim
Finance Parties (the "Interim PIK Security Agent").

1. INTERPRETATION

Terms defined in Schedule 1 (Definitions and Interpretation) to this Agreement have the same
meanings when used in this Agreement. Each Schedule to this Agreement forms part of the terms
of this Agreement.

2. THE INTERIM PIK FACILITY - AVAILABILITY

2.1 The Interim PIK Facility

Subject to the terms of this Agreement, the Interim PIK Lenders make available to each Borrower
an interim term loan facility in an aggregate amount equal to the Total Interim PIK Facility
Commitments (the "Interim PIK Facility") available to be utilised in US Dollars pursuant to Clause
2.4 (Agreed GBP to USD Exchange Rate).

2.2 Availability Periods

The undrawn Interim PIK Facility Commitments of each Interim PIK Lender under the Interim PIK
Facility will be automatically cancelled at 11:59 p.m. on the last day of the Certain Funds Period.

2.3 Voluntary Cancellation

A Borrower (or the Obligors' Agent on its behalf) may, by two (2) Business Days' prior written
notice to the Interim PIK Facility Agent, at any time cancel any undrawn amount of the Interim PIK
Facility.

2.4 Agreed GBP to USD Exchange Rate

(a) Upon an Interim PIK Loan Drawdown Request being submitted to the Interim PIK Facility
Agent in respect of any drawdown of the Interim PIK Facility (such date being a "USD
Trade Date"), the Sterling Amount shall be automatically redenominated from Sterling
into USD at the Applicable Rate (with such amount in USD being the "USD Funding
Amount") so that on the applicable Drawdown Date, each Interim PIK Loan under the
Interim PIK Facility shall be funded by the Interim PIK Lenders in USD in an aggregate
principal amount equal to the applicable USD Funding Amount.

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KE 39675-89:114426129.10
 (b) At any time on or prior to each USD Trade Date, a Borrower (or the Company on its behalf)
may (in its sole and absolute discretion) contract with one or more FX Agent to purchase
with USD, for settlement on a Drawdown Date, an amount of Sterling which represents the
Sterling Amount at the applicable Relevant Rate of Exchange or such other agreed rate
("USD FX Contract").

(c) By no later than 3.00 p.m. on each USD Trade Date, the Interim PIK Facility Agent will
notify the Company, each Interim PIK Lender and the relevant Borrower in writing of:

(i) the Sterling Amount;

(ii) the Applicable Rate and the applicable Relevant Rate of Exchange;

(iii) the applicable USD Funding Amount; and

(iv) each Interim PIK Lender's proportion of the USD Funding Amount to be made
available by that Interim PIK Lender on the applicable Drawdown Date in USD.

(d) On each Drawdown Date:

(i) the relevant Borrower will be deemed to have requested Interim PIK Loans under
the Interim PIK Facility in an aggregate principal amount equal to the applicable
USD Funding Amount;

(ii) each Interim PIK Lender undertakes, subject to the conditions set out in this
Agreement, to make its participation in the USD Funding Amount of each Interim
PIK Loan under the Interim PIK Facility available to the Interim PIK Facility
Agent; and

(iii) the Interim PIK Facility Agent is irrevocably authorised and instructed by the
Interim PIK Lenders to transfer the proceeds of the USD Funding Amount in
accordance with the instructions set out in the Drawdown Request (which may
include transferring such funds directly to the applicable FX Agent and/or FX
Agents (subject to satisfaction of the Interim PIK Facility Agent's applicable
"know your customer" requirements in relation to such FX Agent to the extent
such FX Agent is not an Interim PIK Lender) in satisfaction of the relevant
Borrower's (or the Company’s on its behalf) obligation to purchase the amount of
Sterling from the relevant FX Agent pursuant to the applicable USD FX Contract).

(e) On any date that a Borrower intends to submit an Interim PIK Loan Drawdown Request
(or, at the election of a Borrower (or the Company on its behalf) (in their sole and absolute
discretion), the Business Day prior to such date), such Borrower shall notify the Interim
PIK Facility Agent and each Interim PIK Lender of the Sterling Amount that it is intending
to draw down in that Drawdown Request and the requested Drawdown Date not later than
9:00am on the date of the Interim PIK Loan Drawdown Request, and the Interim PIK
Facility Agent and each Interim PIK Lender shall supply (or procure that an Affiliate
supplies) such Borrower with the requested rate of exchange for the Interim PIK Facility
requested to be utilised therein at times reasonably agreed with such Borrower and in any
event not later than 10:00 a.m. on the date of the Interim PIK Loan Drawdown Request and
agrees to provide (or procure that an Affiliate provides) the related currency exchange at
such Relevant Rate of Exchange and if selected by such Borrower (in its sole and absolute
discretion) enter into such arrangements to effect such USD FX Contract.

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3. THE MAKING OF THE INTERIM PIK LOANS

3.1 Conditions Precedent

(a) It is expressly acknowledged and agreed that as at the date of this Agreement, the Interim
PIK Facility Agent has received all of the documents and evidence referred to in Part I
(Conditions Precedent to Signing) of Schedule 3 (Conditions Precedent), and that these
conditions precedent to the making of any Interim PIK Loan are irrevocably and
unconditionally satisfied.

(b) The obligations of each Interim PIK Lender to participate in each Interim PIK Loan are
subject only to the conditions precedent that on the date on which that Interim PIK Loan is
to be made:

(i) the Interim PIK Facility Agent has received or waived the requirement to receive
all of the documents and evidence referred to in Part II (Conditions Precedent to
Interim Closing Date) of Schedule 3 (Conditions Precedent);

(ii) no Major Event of Default is continuing;

(iii) it has not, since the date on which such Interim PIK Lender first became a Party,
become illegal for such Interim PIK Lender to make, or to allow to remain
outstanding, that Interim PIK Loan provided that such Interim PIK Lender has
notified the Obligors' Agent immediately upon becoming aware of the relevant
issue in accordance with Clause 11.3 (Illegality), and provided further that such
illegality alone will not excuse any other Interim PIK Lender from participating in
the relevant Interim PIK Loan and will not in any way affect the obligations of any
other Interim PIK Lender;

(iv) only in respect of the second or any subsequent utilisation of the Interim PIK
Facility during the Certain Funds Period, the applicable Borrower (or the Obligors'
Agent on its behalf) has confirmed in the relevant Drawdown Request that the
Post-Closing Equity Contribution has been made (or will, by the relevant
Drawdown Date be made) to the Company; and

(v) only in respect of any portion of a utilisation of the Interim PIK Facility to be
applied towards the consideration payable for any Target Shares in connection
with an Acquisition to be consummated by way of an Offer and in respect of which
(assuming the relevant utilisation has been made and relevant Target Shares
acquired) Bidco cannot initiate the Squeeze-Out procedure, the applicable
Borrower (or the Obligors' Agent on its behalf) has confirmed in the relevant
Drawdown Request that the Maximum Utilisation Condition will be met
immediately following the utilisation of those Interim PIK Loans and pro forma
for the acquisition of the relevant Target Shares to be acquired in connection with
that utilisation provided that:

(A) this paragraph shall not limit any portion of a utilisation to be applied
towards any purpose other than the consideration payable for any Target
Shares; and

(B) the requirement to comply with this paragraph shall immediately

terminate on the date on which Bidco directly and/or indirectly holds
(whether by way of legal, beneficial and/or other similar ownership
interest) 90 per cent or more of the Target Shares.

(c) The Interim PIK Facility Agent shall notify the Obligors' Agent and the Interim PIK
Lenders promptly upon being satisfied that the conditions described in paragraph (b)(i)

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KE 39675-89:114426129.10
 above have been received by it or waived. The Interim PIK Lenders authorise (but do not
require) the Interim PIK Facility Agent to give that notification.

3.2 Certain Funds Period

Notwithstanding any other provision of any Interim Finance Document, during the Certain Funds
Period none of the Interim Finance Parties shall:

(a) refuse to participate in or make available any Interim PIK Loan, provided that the
condition in paragraph (b)(i) of Clause 3.1 (Conditions Precedent) above has been satisfied
or waived in accordance with Clause 3.1 (Conditions Precedent);

(b) be entitled to take any action to rescind, terminate or cancel this Agreement (or any
provision hereof or obligation hereunder) or any Interim PIK Loan or any Interim PIK
Facility Commitment;

(c) exercise any right of set-off or counterclaim in respect of any Interim PIK Loan or Interim
PIK Facility Commitment;

(d) accelerate any Interim PIK Loan or otherwise demand or require repayment or prepayment
of any sum from any Obligor;

(e) enforce (or instruct the Interim PIK Security Agent to enforce) any Security Interest under
any Interim Finance Document;

(f) take any other action or make or enforce any claim (in its capacity as an Interim PIK
Lender) which would directly or indirectly prevent any Interim PIK Loan from being made;
or

(g) make or enforce any claim under any indemnity or in respect of any payment obligation of
any Obligor as set out in the Interim Finance Documents, including, but not limited to,
Clause 10 (Taxes), Clause 11 (Increased Costs), Clause 13 (Fees and Expenses) and Clause
14 (Indemnities),

unless at any time any of the conditions in paragraphs (b)(ii) and (b)(iii) (to the extent applicable in
relation to such Interim PIK Loan) of Clause 3.1 (Conditions Precedent) above are not satisfied
(which, in respect of paragraph (b)(iii) of Clause 3.1 (Conditions Precedent) above, shall allow the
relevant Interim PIK Lender to take such action in respect of itself only (and only to the extent
required to rectify such unlawfulness) and shall not permit any other Interim Finance Parties to take
such action), provided that, immediately upon the expiry of the Certain Funds Period, all such
rights, remedies and entitlements shall be available to the Interim Finance Parties, notwithstanding
that they may not have been used or been available for use during the Certain Funds Period.

3.3 Purpose

(a) The proceeds of each Interim PIK Loan are to be applied in or towards (directly or
indirectly):

(i) financing or refinancing consideration paid or payable for or any cash collateral
required to be provided in relation to any Target Shares pursuant to the Acquisition
and/or any acquisition of treasury shares;

(ii) financing or refinancing any payments to shareholders of the Target pursuant to or

in connection with the Acquisition and/or any acquisition of treasury shares,
together with related fees, costs and expenses;

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KE 39675-89:114426129.10
 (iii) refinancing or otherwise discharging or defeasing indebtedness of the Target
Group (the "Existing Facilities" and all indebtedness of the Target Group being
the "Existing Target Facilities") and paying any breakage costs, redemption
premium, make-whole costs and other fees, costs and expenses payable in
connection with such refinancing and/or discharge or defeasance of the Existing
Facilities (the "Refinancing");

(iv) financing or refinancing other related amounts, including fees, costs, premiums,
taxes (including stamp duty), expenses and other transaction costs incurred in
connection with the Acquisition, the Refinancing and/or the Transaction
Documents;

(v) any other purpose contemplated by the Funds Flow Statement or the Tax Structure
Memorandum; and/or

(vi) to the extent not applied for a purpose set out in paragraphs (i) to (v) above,
financing or refinancing the general corporate purposes and/or working capital
requirements of the Group.

(b) Each Borrower shall be entitled to advance, contribute, on-lend and/or otherwise make
available any amount drawn by it under the Interim PIK Facility to any Group Company in
order that such amounts may be applied in or towards (directly or indirectly) any of the
purposes specified in paragraph (a) above.

3.4 Override

Notwithstanding any other term of this Agreement or any other Interim Finance Document:

(a) none of:

(i) the steps or events set out in, or reorganisations specified in or expressly
contemplated by, the Tax Structure Memorandum (other than any "exit" steps
described therein) or the Transaction Documents (or, in each case, the actions or
intermediate steps necessary to implement any of those steps, actions or events);
and

(ii) the actions permitted under the Existing Target Facilities,

in any case, shall constitute, or result in, a breach of any representation, warranty,
undertaking or other term of the Interim Finance Documents or a Default or a Major Event
of Default, actual or potential, and each such event shall be expressly permitted under the
terms of the Interim Finance Documents, including the use of the proceeds of any Interim
PIK Loan for any purpose set out in the Tax Structure Memorandum or the Funds Flow
Statement; and

(b) prior to the Control Date:

(i) where the Company undertakes to (or undertakes to procure that Bidco) procure
compliance by members of the Target Group to any term of the Interim Finance
Documents or where any term of the Interim Finance Documents is expressed
directly or indirectly to apply to a member of the Target Group, such term,
undertaking or requirement will be subject to all limitations and restrictions on the
influence Bidco may exercise as shareholder of the Target (or the access it has to
the relevant information in such capacity, as applicable) in accordance with any
Applicable Securities Law (including the rights and interests of minority
shareholders of the Target and the corporate governance rules applicable to the
Target Group) (and, for the avoidance of doubt, no breach of any such term,

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KE 39675-89:114426129.10
 undertaking or requirement shall occur if having exercised all such influence, the
relevant term, undertaking or requirement is nevertheless breached); and

(ii) no representations or undertakings shall be, in each case, given or deemed to be

given by or apply to a member of the Target Group.

4. OBLIGORS' AGENT

(a) Each Obligor (other than the Company), by its execution of this Agreement, irrevocably
(to the extent permitted by law) appoints the Obligors' Agent to act severally on its behalf
as its agent in relation to the Interim Finance Documents and irrevocably (to the extent
permitted by law) authorises:

(i) the Obligors' Agent on its behalf to supply all information concerning itself
contemplated by the Interim Finance Documents to the Interim Finance Parties and
to give and receive all notices, instructions and other communications under the
Interim Finance Documents (including, where relevant, Drawdown Requests) and
to make such agreements and to effect the relevant amendments, supplements and
variations capable of being given, made or effected by any Obligor
notwithstanding that they may affect the Obligor, without further reference to or
the consent of that Obligor (including, by increasing the obligations of such
Obligor howsoever fundamentally, whether by increasing the liabilities or
otherwise); and

(ii) each Interim Finance Party to give any notice, demand or other communication to
that Obligor pursuant to the Interim Finance Documents to the Obligors' Agent,

and in each case the Obligor shall be bound as though the Obligor itself had given the
notices and instructions (including any Drawdown Requests) or executed or made the
agreements or effected the amendments, supplements or variations, or received the relevant
notice, demand or other communication and each Interim Finance Party may rely on any
action taken by the Obligors' Agent on behalf of that Obligor.

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

(c) For the purpose of this Clause 4, each Obligor other than the Obligors' Agent (to the extent
necessary under applicable law) shall grant a specific power of attorney (notarised and
apostilled to the extent necessary under applicable law) to the Obligors' Agent and comply
with any necessary formalities in connection therewith.

(d) The Obligors' Agent shall be released from the restrictions of self-dealing (however so
described) under any applicable laws of any jurisdiction.

5. NATURE OF AN INTERIM FINANCE PARTY'S RIGHTS AND OBLIGATIONS

(a) No Interim Finance Party is bound to monitor or verify any Interim PIK Loan nor be
responsible for the consequences of such Interim PIK Loan.

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 (b) The obligations of each Interim Finance Party under the Interim Finance Documents are
several.

(c) Failure by an Interim Finance Party to perform its obligations does not affect the obligations
of any other Party under the Interim Finance Documents.

(d) No Interim Finance Party is responsible for the obligations of any other Interim Finance
Party under the Interim Finance Documents.

(e) The rights of each Interim Finance Party under the Interim Finance Documents are separate
and independent rights.

(f) An Interim Finance Party may, except as otherwise stated in the Interim Finance
Documents, separately enforce its rights under the Interim Finance Documents.

(g) A debt arising under the Interim Finance Documents to an Interim Finance Party is a
separate and independent debt.

(h) Each Interim PIK Lender will promptly notify the Obligors' Agent if it becomes aware of
any matter or circumstance which would entitle it not to advance or participate in any
Interim PIK Loan.

6. UTILISATION

6.1 Giving of Drawdown Requests

(a) Each Borrower may borrow an Interim PIK Loan by giving to the Interim PIK Facility
Agent a duly completed Drawdown Request. A Drawdown Request is, once given,
irrevocable.

(b) The latest time for receipt by the Interim PIK Facility Agent of a duly completed Drawdown
Request is 11.00 a.m. on the date falling five (5) Business Days before the proposed
Drawdown Date or, such later time and/or date as agreed by the Interim PIK Facility Agent.

(c) Not more than ten (10) Interim PIK Loans may be outstanding at any time.

6.2 Completion of Drawdown Requests

A Drawdown Request for an Interim PIK Loan will not be regarded as having been duly completed
unless:

(a) the Drawdown Date is a Business Day within the Certain Funds Period;

(b) the amount of the Interim PIK Loan does not exceed the Total Interim PIK Facility
Commitments; and

(c) the currency of the Interim PIK Loan complies with paragraph (d) of Clause 6.3 (Advance
of Interim PIK Loans) and the proposed Interest Period complies with paragraph (a) of
Clause 8.2 (Payment of interest).

6.3 Advance of Interim PIK Loans

(a) The Interim PIK Facility Agent must promptly notify each Interim PIK Lender of the details
of the requested Interim PIK Loan and the amount of its share in that Interim PIK Loan.

(b) Each Interim PIK Lender will participate in each Interim PIK Loan in the proportion which
its Interim PIK Facility Commitment under the applicable Interim PIK Facility bears to the

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 Total Interim PIK Facility Commitments under that Interim PIK Facility, immediately
before the making of that Interim PIK Loan.

(c) No Interim PIK Lender is obliged to participate in any Interim PIK Loan if as a result the
Base Currency Amount of its share in the Interim PIK Facility would exceed its Interim
PIK Facility Commitments under the Interim PIK Facility.

(d) The Interim PIK Facility may not be utilised unless a pro rata amount under the Interim
SUN Facility is also utilised.

(e) Each Interim PIK Loan under the Interim PIK Facility may only be denominated in Sterling
or (following any redenomination pursuant to Clause 2.4 (Agreed GBP to USD Exchange
Rate)), US Dollars.

(f) If the applicable conditions set out in this Agreement have been met, each applicable
Interim PIK Lender shall make its participation in each relevant Interim PIK Loan available
to the Interim PIK Facility Agent for the account of the relevant Borrower thereunder by
the Drawdown Date through its Facility Office.

7. REPAYMENT AND PREPAYMENT

7.1 Repayment

(a) Each Borrower must repay all outstanding Interim PIK Loans borrowed by it (together with
all interest and all other unpaid amounts accrued or outstanding under or in connection with
the Interim Finance Documents) on the earliest to occur of:

(i) the date which falls ninety (90) days after the Interim Closing Date (the "Final
Repayment Date"); or

(ii) the date of receipt by the Obligors' Agent of a written demand (an "Acceleration
Notice") from the Interim PIK Facility Agent (acting on the instructions of the
Super Majority Interim Lenders) following the occurrence of a Major Event of
Default which is continuing requiring immediate prepayment and cancellation in
full of the Interim PIK Facility.

(b) Each Borrower must repay outstanding Interim PIK Loans borrowed by it (together with
all interest and all other unpaid amounts accrued or outstanding under or in connection with
the Interim Finance Documents) on the date of receipt by such Borrower of the proceeds
from the first utilisation made under the equivalent Long-term Financing Agreement (but,
for the avoidance of doubt, if applicable, only following release of such proceeds from any
escrow arrangement) to the extent of such proceeds.

(c) If an Interim PIK Loan is, or is declared to be, due and payable, all interest and all other
amounts accrued or outstanding in respect of that Interim PIK Loan shall be immediately
due and payable.

(d) If an Interim PIK Loan is, or is declared to be, due and payable on demand, all interest and
all other amounts accrued or outstanding in respect of that Interim PIK Loan shall be
immediately due and payable on demand by the Interim PIK Facility Agent on the
instructions of the Super Majority Interim Lenders.

(e) If an Interim PIK Loan is, or is declared to be, due and payable, the Interim PIK Facility
Agent may, and shall if so directed by the Super Majority Interim Lenders, by notice to the
Obligors' Agent, exercise or direct the Interim PIK Security Agent to exercise any or all of
its rights, remedies, powers or discretions under the Interim Finance Documents.

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 (f) Amounts repaid under the Interim PIK Facility may not be redrawn.

(g) Each Borrower consents, to the extent reasonably practicable, to any refinancing of an
Interim PIK Loan with the proceeds of the first utilisation made under the equivalent Long-
term Financing Agreement (free of any escrow or similar arrangements) in which the
Interim PIK Lenders participate being effected by means of a "cashless roll" or "cashless
exchange".

7.2 Prepayment

(a) Each Borrower may prepay the whole or any part of such outstanding Interim PIK Loan
(including, for the avoidance of doubt, the whole or any part of such outstanding Interim
PIK Loan owed to a particular Interim PIK Lender to the extent provided for by the terms
of this Agreement), together with accrued but unpaid interest, at any time, on giving one
(1) Business Day’s prior notice in writing to the Interim PIK Facility Agent (or such shorter
period as the Interim PIK Facility Agent (acting on the instructions of the Majority Interim
Lenders under the Interim PIK Facility (each acting reasonably)) may agree), such notice
being conditional or revocable in the Company’s discretion.

(b) Amounts prepaid under the Interim PIK Facility may not be redrawn.

8. INTEREST

8.1 Calculation of interest

The rate of interest on each Interim PIK Loan for its Interest Period is the percentage rate per annum
equal to the aggregate of:

(a) the applicable Margin; and

(b) the Funding Cost for that Interest Period.

8.2 Payment of interest

(a) There shall only be one interest period for the period for which each Interim PIK Loan is
outstanding (an "Interest Period"), which will start on the relevant Drawdown Date and
end on the Final Repayment Date.

(b) Each Borrower must pay accrued interest on each Interim PIK Loan made to it on the last
day of each Interest Period in respect of that Interim PIK Loan and on any date on which
that Interim PIK Loan is repaid or prepaid.

(c) No Interest Period will extend beyond the Final Repayment Date.

(d) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that calendar month (if there is one) or
the preceding Business Day (if there is not), provided that no Interest Period will extend
beyond the Final Repayment Date.

(e) If there is a repayment, prepayment or recovery of all or any part of an Interim PIK Loan
other than on the last day of its Interest Period, each Borrower will pay the Interim Finance
Parties promptly following demand their break costs (if any). The break costs (the "Break
Costs") will be the amount by which:

(i) the applicable Funding Cost (disregarding for this purpose any interest rate floor)
which would have been payable at the end of the relevant Interest Period on the
amount of the Interim PIK Loan repaid, prepaid or recovered; exceeds

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 (ii) if positive, the amount of interest the Interim PIK Lenders would have received by
placing a deposit equal to the relevant amount with leading banks in the relevant
interbank market for a period starting on the Business Day following receipt and
ending on the last day of the relevant Interest Period.

8.3 Interest on overdue amounts

(a) If a Borrower fails to pay when due any amount payable by it under the Interim Finance
Documents, it must immediately on demand by the Interim PIK Facility Agent pay interest
on the overdue amount from its due date up to the date of actual payment, both before, on
and after judgment.

(b) Interest on an overdue amount is payable at a rate determined by the Interim PIK Facility
Agent to be one (1) per cent. per annum above the rate which would have been payable if
the overdue amount had, during the period of non-payment, constituted part of that Interim
PIK Loan.

(c) Interest (if unpaid) on an overdue amount will be compounded with that overdue amount
on the last day of each Interest Period (or such duration as selected by the Interim PIK
Facility Agent acting reasonably) to the extent permitted under any applicable law and
regulation.

8.4 Interest calculation

(a) Interest shall be paid in the currency of the relevant Interim PIK Loan and shall accrue from
day to day and be calculated on the basis of the actual number of days elapsed and a three
hundred and sixty (360) day year (or, where practice in the relevant interbank market
differs, in accordance with that market practice).

(b) The total amount of any accrued interest, commission or fee (or of any amount equal to that
interest, commission or fee) which is, or becomes, payable under an Interim Finance
Document shall be rounded to 2 decimal places.

(c) The Interim PIK Facility Agent shall promptly notify each relevant Party of the
determination of a rate of interest relating to an Interim PIK Loan.

8.5 Replacement of Screen Rate

(a) Subject to paragraph (d) below, any amendment, replacement or waiver proposed by the
Company and delivered in writing to the Interim PIK Facility Agent which relates to a
change to (i) the benchmark rate, base rate or reference rate (the "Benchmark Rate") to
apply in relation to a currency in place of the existing Benchmark Rate for such currency
under the Interim PIK Facility, or (ii) the method of calculation of any Benchmark Rate,
(in each case including any amendment, replacement or waiver to the definition of "LIBOR"
or "Screen Rate", including an alternative or additional page, service or method for the
determination thereof, or which relates to aligning any provision of an Interim Finance
Document to the use of that Benchmark Rate, including making appropriate adjustments to
this Agreement for basis, duration, time and periodicity for determination of that
Benchmark Rate for any Interest Period and making other consequential and/or incidental
changes) (a "Benchmark Rate Change"), notified by the Company to the Interim PIK
Facility Agent, may and shall be made provided that (unless otherwise agreed between the
Company and the Super Majority Interim Lenders) either the Interim PIK Facility Agent
has made a Prevailing Market Determination or no Super Majority Interim Lender
Objection has occurred and is continuing in respect thereof.

(b) If no Benchmark Rate Change for such currency has been made or implemented pursuant
to paragraph (a) above and the Company or the Interim PIK Facility Agent (acting on the

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 instructions of the Majority Interim Lenders) requests the making of a Benchmark Rate
Change and notifies the Interim PIK Facility Agent or Company (as applicable) thereof,
then Company and the Interim PIK Facility Agent (acting on the instructions of the
Majority Interim Lenders) shall enter into consultations in respect of a Benchmark Rate
Change in accordance with the terms of paragraph (d) below; provided that if such
Benchmark Rate Change cannot be agreed upon by the earlier of (x) the end of a
consecutive period of thirty (30) days and (y) the date which is five (5) Business Days
before the end of the current Interest Period, (or in the case of a new Interim PIK Loan, the
date which is five (5) Business Days before the date upon which the Drawdown Request
will be served, as notified by the Company to the Interim PIK Facility Agent), the
Benchmark Rate applicable to any Interim PIK Lender's share of an Interim PIK Loan for
each Interest Period which commences after the Trigger Date (as defined below) for the
currency of such Interim PIK Loan and prior to (or during) the date on which a Benchmark
Rate Change for that currency has been agreed shall (unless otherwise agreed by the
Company and the Interim PIK Facility Agent (acting on the instructions of the Majority
Interim Lenders participating in the applicable Interim PIK Facility)) be replaced by the
rate certified to the Interim PIK Facility Agent by that Interim PIK Lender as soon as
practicable (and in any event by the date falling two (2) Business Days before the date on
which interest is due to be paid in respect of the relevant Interest Period) to be that which
expresses as a percentage rate per annum the cost to the relevant Interim PIK Lender of
funding its participation in that Interim PIK Loan in the relevant interbank market.

(c) Notwithstanding the definitions of ""LIBOR" or "Screen Rate", in Schedule 1 (Definitions

and Interpretation) or any other term of any Interim Finance Document, the Interim PIK
Facility Agent may from time to time (with the prior written consent of the Company)
specify a Benchmark Rate Change for any currency for the purposes of the Interim Finance
Documents, and each Interim PIK Lender authorises the Interim PIK Facility Agent to
make such specification.

(d) Notwithstanding the other provisions of this Clause 8.5, no Benchmark Rate Change or
other amendments or waivers in connection therewith shall be made without the prior
written consent of the Company (in its sole and absolute discretion) which:

(i) would result in an increase in the weighted average cost of the applicable Interim
PIK Facility (whether by an increase in the Margin, fees or otherwise but taking
into account, to the extent reasonably practicable, any transfer of economic value
from one Party to another as a result of the application of any Benchmark Rate
Change to such Interim PIK Facility (including any spread adjustment to reflect
the differential between the weighted average Benchmark Rate before and after
such Benchmark Rate Change)) to the Obligors;

(ii) are a change to the date of an interest payment date;

(iii) would result in any Obligor being subject to more onerous obligations under the
Interim Finance Documents;

(iv) would result in any rights or benefits of any Obligor under the Interim Finance
Documents being lost or reduced; or

(v) would include a credit adjustment spread (or similar), payment of break costs or a
fallback costs of funds for market disruption.

(e) For the purposes of this Clause 8.5:

"Trigger Date" in respect of the Screen Rate used to calculate any Benchmark Rate means
the earliest of:

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 (i) the date upon which the administrator of that Screen Rate publicly announces that
it has ceased to provide that Screen Rate permanently or indefinitely and, at that
time, there is no successor administrator to continue to provide that Screen Rate;

(ii) the date upon which the supervisor of the administrator of that Screen Rate
publicly announces that such Screen Rate has been permanently or indefinitely
discontinued; or

(iii) in the case of a Screen Rate for LIBOR, the date specified by the supervisor of the
administrator of that Screen Rate in a public announcement or in published
information as the date upon which that Screen Rate will no longer be
representative of the underlying market or economic reality that it is intended to
measure and that its representativeness will not be restored (as determined by such
supervisor), where such announcement or publication is made with awareness that
any such announcement or publication will engage certain triggers for fallback
provisions in contracts which may be activated by any such pre-cessation
announcement or publication.

9. MARKET DISRUPTION

9.1 Absence of quotations

If the Funding Cost is to be determined by reference to the Reference Banks but a Reference Bank
does not supply a quotation by 12.00 noon on the Rate Fixing Day the applicable Funding Cost shall
be determined on the basis of the quotations of the remaining Reference Banks, subject to Clause
9.2 (Market Disruption Notice).

9.2 Market Disruption Notice

If, in relation to any actual or proposed Interim PIK Loan (a "Disrupted Loan"):

(a) the Funding Cost is to be determined by reference to rates supplied by Reference Banks
and none or only one of the Reference Banks supplies a rate by 12.00 noon on the Rate
Fixing Day; or

(b) before close of business in London on the Rate Fixing Day for the relevant Interest Period,
one or more Interim PIK Lenders whose participations in that Disrupted Loan equal or
exceed in aggregate fifty (50) per cent. of the amount of that Disrupted Loan notify the
Interim PIK Facility Agent that by reason of circumstances affecting the relevant interbank
market generally the cost to those Interim PIK Lenders of obtaining matching deposits in
the relevant interbank market would be in excess of the Funding Cost,

the Interim PIK Facility Agent will promptly give notice of that event to the Obligors' Agent and
the Interim PIK Lenders (a "Market Disruption Notice").

9.3 Proposed Disrupted Loans

If a Market Disruption Notice is given in respect of a proposed Disrupted Loan, the interest rate
applicable on each Interim PIK Lender's participation in that Disrupted Loan will be the rate
certified by that Interim PIK Lender to the Interim PIK Facility Agent no later than five (5) Business
Days after the Rate Fixing Day to be its cost of funds (from any source which it may reasonably
select) plus the Margin.

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10. TAXES

10.1 Gross-up

(a) Each Obligor must make all payments under the Interim Finance Documents without any
Tax Deduction, unless a Tax Deduction is required by law.

(b) If the Obligors' Agent or an Interim PIK Lender becomes aware that an Obligor must make
a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), it
shall promptly notify the Interim PIK Facility Agent. Failure to give such notice shall not
affect the obligations of the Obligor under the Interim Finance Documents. If the Interim
PIK Facility Agent receives such notification from an Interim PIK Lender it shall promptly
notify the Obligors' Agent and (if different) the relevant Obligor.

(c) If an Interim PIK Lender becomes aware that it is not, or ceases to be, a Qualifying Interim
Lender in respect of a payment payable to that Interim PIK Lender, such Interim PIK
Lender shall promptly (but in any event where it is possible to do so at least five (5)
Business Days prior to the next interest payment date) notify the Interim PIK Facility
Agent. If the Interim PIK Facility Agent receives any such notification from an Interim PIK
Lender it shall promptly (but in any event where it is possible to do so at least four (4)
Business Days prior to the next interest payment date) notify the relevant Obligor. Without
prejudice to the foregoing, each Interim PIK Lender shall promptly provide to the Interim
PIK Facility Agent (if requested by the Interim PIK Facility Agent):

(i) a written confirmation that it is or, as the case may be, is not, a Qualifying Interim
Lender with respect to such jurisdiction; and

(ii) such documents and other evidence as the Interim PIK Facility Agent may
reasonably require to support any confirmation given pursuant to sub-paragraph
(i) above,

until such time as an Interim PIK Lender has complied with any request pursuant to this
paragraph (c), the Interim PIK Facility Agent and each Obligor shall be entitled to treat
such Interim PIK Lender as not being a Qualifying Interim Lender with respect to such
jurisdiction for all purposes under the Finance Documents.

(d) If any Tax Deduction is required by law to be made by an Obligor:

(i) except as provided in Clause 10.2 (Exceptions from gross-up), the amount of the
payment due from that Obligor will be increased to an amount which (after taking
into account any Tax Deduction) leaves an amount equal to the amount which
would have been due if no Tax Deduction had been required; and

(ii) the relevant Obligor will:

(A) ensure that the Tax Deduction and any payment required in connection
with it does not exceed the minimum amount required by law;

(B) make the Tax Deduction and any payment required in connection with
such tax deduction within the time allowed by law; and

(C) within thirty (30) days of making any Tax Deduction or any payment to
the relevant Tax authorities required in connection with it, deliver to the
Interim PIK Facility Agent (for the Interim Finance Party entitled to the
payment) evidence satisfactory to that Interim Finance Party (acting
reasonably) that such Tax Deduction has been made or (as applicable)
such payment paid to the appropriate authority.

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 (e) Each Interim PIK Lender shall co-operate with each Obligor that makes a payment to that
Interim PIK Lender in completing or assisting with the completion of any procedural
formalities and the provision of such information as, in each case, is necessary for that
Obligor to obtain authorisation to make a payment either without a Tax Deduction or, where
a payment cannot be made without a Tax Deduction, with a reduced Tax Deduction, and
maintain that authorisation where an authorisation expires or otherwise ceases to have
effect.

(f) If:

(i) a Tax Deduction should have been made in respect of a payment made by or on
account of an Obligor to an Interim PIK Lender or the Interim PIK Facility Agent
under an Interim Finance Document;

(ii) either:

(A) the relevant Obligor (or the Interim PIK Facility Agent, if it is the
applicable withholding agent) was unaware, and could not reasonably be
expected to have been aware, that such Tax Deduction was required and
as a result did not make the Tax Deduction or made a Tax Deduction at a
reduced rate;

(B) in reliance on the notifications and confirmation provided pursuant to

Clause 10.5 (Interim PIK Lender Status Confirmation), the relevant
Obligor did not make such Tax Deduction or made a Tax Deduction at a
reduced rate; or

(C) any Interim Finance Party has not complied with its obligation under
paragraph (b) or (c) above and as a result the relevant Obligor did not
make the Tax Deduction or made a Tax Deduction at a reduced rate; and

(iii) the applicable Obligor would not have been required to make an increased payment
under paragraph (d) above in respect of that Tax Deduction,

then the Interim PIK Lender that received the payment in respect of which the Tax
Deduction should have been made or made at a higher rate undertakes to promptly
reimburse that Obligor for the amount of the Tax Deduction that should have been made
(but, for the avoidance of doubt, not any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same). Any Group Company shall be entitled
to set-off any amount or payment due from an Interim PIK Lender pursuant to this
paragraph (f) against any amount or payment owed by a Group Company (and, in the event
of any such set-off by a Group Company, for the purposes of the Interim Finance
Documents, the Interim PIK Facility Agent or, as the case may be, the Interim PIK Security
Agent shall treat such set-off as reducing only amounts due to the relevant Interim PIK
Lender).

10.2 Exceptions from gross-up

No Obligor is required to make any increased payment to an Interim PIK Lender under Clause 10.1
(Gross-up) by reason of a Tax Deduction if, on the date the payment falls due:

(a) the payment could have been made to the relevant Interim PIK Lender without a Tax
Deduction if the Interim PIK Lender had been a Qualifying Interim Lender, but on that date
that Interim PIK Lender is not or has ceased to be a Qualifying Interim Lender (unless that
Interim PIK Lender has ceased to be a Qualifying Interim Lender as a result of a Change
of Law);

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 (b) the Obligor making the payment is able to demonstrate such Tax Deduction is the result of,
or has been increased by, that Interim PIK Lender's failure to comply with its obligations
under paragraph (e) of Clause 10.1 (Gross-up); or

(c) such Tax Deduction is required by virtue of the Luxembourg law dated 23 December 2005
as amended from time to time.

10.3 Tax indemnity

(a) The Obligors' Agent shall (or shall procure that another Group Company will) (within five
(5) Business Days of demand by the Interim PIK Facility Agent) pay to an Interim Finance
Party an amount equal to the loss, liability or cost which that Interim Finance Party
determines (acting reasonably and in good faith) has been (directly or indirectly) suffered
for or on account of Tax by that Interim Finance Party in relation to a payment received or
receivable from an Obligor under an Interim Finance Document.

(b) Paragraph (a) above shall not apply:

(i) to any Tax assessed on an Interim Finance Party under the law of the jurisdiction
(or any political subdivision thereof) in which:

(A) that Interim Finance Party is incorporated or, if different, in which that
Interim Finance Party is treated as resident for tax purposes; or

(B) that Interim Finance Party's Facility Office or other permanent

establishment is located in respect of amounts received or receivable
under the Interim Finance Documents in that jurisdiction (or in respect of
amounts attributable or allocable to the permanent establishment),

if that Tax is imposed on or calculated by reference to the net or gross income,

profit or gains or net or gross receipts received or receivable (but not any sum
deemed to be received or receivable) by that Interim Finance Party or if that Tax
is considered a franchise Tax (imposed in lieu of net income Tax) or a branch
profits or similar Tax; or

(ii) to the extent a loss or liability:

(A) is compensated for by payment of an amount under Clause 10.1 (Gross-

up);

(B) would have been compensated for by payment of an increased amount

under Clause 10.1 (Gross-up) but was not so compensated because one of
the exclusions in Clause 10.2 (Exceptions from gross-up) applied;

(C) is suffered or incurred by an Interim PIK Lender and would not have been
suffered or incurred if such Interim PIK Lender had been a Qualifying
Interim Lender in relation to the relevant Obligor at the relevant time,
unless that Interim PIK Lender was not a Qualifying Interim Lender at the
relevant time as a result of a Change of Law;

(D) is compensated for by payment of an amount under Clause 10.6 (Stamp

Taxes) or Clause 10.7 (Value added taxes) or would have been
compensated for by payment of an increased amount under such Clauses
but was not so compensated because any of the exclusions in such Clauses
applied;

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 (E) is suffered or incurred by an Interim PIK Lender as a result of such Interim
PIK Lender’s failure to comply with its obligations under Clause 10.5
(Interim PIK Lender Status Confirmation);

(F) is increased as a result of the Protected Party not complying with

paragraph (c) below;

(G) (for the avoidance of doubt) is suffered or incurred in respect of any Bank
Levy (or any payment attributable to, or liability arising as a consequence
of, a Bank Levy); or

(H) relates to a FATCA Deduction required to be made by a party.

(c) An Interim Finance Party making, or intending to make a claim under paragraph (a) above
shall promptly notify the Obligors' Agent and the Interim PIK Facility Agent on becoming
aware of the event which has given, or will give, rise to the claim.

10.4 Tax Credit

If an Obligor makes a Tax Payment and an Interim Finance Party determines (acting reasonably and
in good faith) that it (or one of its Affiliates) has received and utilised a Tax Credit (or similar Tax
benefit) attributable either to an increased payment of which that Tax Payment forms part, to that
Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required, that
Interim Finance Party and/or the applicable Affiliate shall pay to that Obligor or Group Company
(as the case may be) within five (5) Business Days upon the utilisation of any Tax Credit or similar
Tax benefit an amount which that Interim Finance Party determines (acting reasonably and in good
faith) will leave such Interim Finance Party or Affiliate (after that payment by it) in the same after-
Tax position as it would have been in had the Tax Payment not been required to be made by the
Obligor.

10.5 Interim PIK Lender Status Confirmation

(a) Each Treaty Interim Lender which must complete procedural formalities in order to receive
payments under this Agreement without a Tax Deduction being imposed or with a
minimum Tax Deduction under applicable law, shall notify the Interim PIK Facility Agent
and the relevant Obligor promptly on completion of all such formalities.

(b) Each Interim PIK Lender which becomes a Party after the date of this Agreement shall
indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation
which it executes on becoming a Party as an Interim PIK Lender which of the following
categories it falls in:

(i) not a Qualifying Interim Lender;

(ii) a Qualifying Interim Lender (other than a Treaty Interim Lender); or

(iii) a Qualifying Interim Lender by virtue of being a Treaty Interim Lender (assuming
the completion of any procedural formalities).

(c) Each Interim PIK Lender shall promptly after becoming an Interim PIK Lender under this
Agreement and from time to time thereafter (but in any event at least five (5) Business Days
prior to the next interest payment date) promptly submit any forms and documents and
complete any procedural formalities as may be necessary (at any time) for each Obligor to
obtain and maintain authorisation (at all times) to make payments under this Agreement
without having to make a Tax Deduction or with the minimum possible Tax Deduction.

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 (d) Upon written request of any Obligor to an Original Interim PIK Lender (such request to be
given no later than fifteen (15) Business Days before the first interest payment date), that
Interim PIK Lender shall promptly provide written confirmation, before the first interest
payment date, in which of the following categories it falls, in respect of each Obligor:

(i) not a Qualifying Interim Lender;

(ii) a Qualifying Interim Lender (other than a Treaty Interim Lender); or

(iii) a Qualifying Interim Lender by virtue of being a Treaty Interim Lender (assuming
the completion of any procedural formalities).

(e) If an Interim PIK Lender fails to indicate its status in accordance with this Clause 10.5 then
such Interim PIK Lender or Increase Lender (as applicable) shall be treated for the purposes
of this Agreement (including by each Obligor) as if it is not a Qualifying Interim Lender
until such time as it notifies the Interim PIK Facility Agent which category applies (and the
Interim PIK Facility Agent, upon receipt of such notification, shall inform the Obligors'
Agent).

(f) For the avoidance of doubt, a Transfer Certificate, Assignment Agreement or Increase
Confirmation shall not be invalidated by any failure of an Interim PIK Lender to comply
with this Clause 10.5.

10.6 Stamp Taxes

The Obligors' Agent shall pay (or shall procure that another Group Company pays) within five (5)
Business Days of demand and indemnify each Interim Finance Party against all losses, costs and
liabilities which that Interim Finance Party incurs in relation to any stamp duty, stamp duty reserve
tax, transfer tax, registration or other similar Tax payable in respect of any Interim Finance
Document except for:

(a) any stamp duty, stamp duty reserve tax, transfer tax, registration or other similar Tax
payable in respect of any transfer, assignment, sub-participation, novation or other disposal
of an Interim Finance Party's rights or obligations under an Interim Finance Document;

(b) any stamp duty, stamp duty reserve tax, transfer tax, registration or other similar Tax to the
extent it becomes payable upon a voluntary registration made by any Interim Finance Party
if such registration is not necessary to evidence, prove, maintain, enforce, compel or
otherwise assert the rights of such Interim Finance Party under an Interim Finance
Document; or

(c) any Luxembourg registration duties (droits d’enregistrement) payable in the case of
voluntary registration of the Finance Documents by an Interim Finance Party with the
Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg, or
registration of the Interim Finance Documents in Luxembourg when such registration is
not required to enforce the rights of that Finance Party under the Interim Finance
Documents.

10.7 Value added taxes

(a) All amounts expressed to be payable under an Interim Finance Document by any party to
an Interim Finance Party which (in whole or in part) constitute the consideration for a
supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is
chargeable on such supply or supplies and accordingly, subject to paragraph (b) below if
VAT is or becomes chargeable on any supply or supplies made by any Interim Finance
Party to any party in connection with an Interim Finance Document; (i) if such Interim
Finance Party is required to account to the relevant tax authority for the VAT, that party

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 shall pay to the Interim Finance Party (in addition to and at the same time as paying the
consideration for that supply or supplies) an amount equal to the amount of the VAT (upon
such Interim Finance Party providing an appropriate VAT invoice to such party); or (ii) if
such party is required to directly account for such VAT under the reverse charge procedure
provided for by article 44 of the Council Directive 2006/112/EC or section 7A of the United
Kingdom Value Added Tax Act 1994, in each case as amended, or any relevant VAT
provisions of the jurisdiction in which such party received such supply, then such party
shall account for the VAT at the appropriate rate (and the relevant Interim Finance Party
must promptly provide an appropriate VAT invoice to such party stating that the amount is
charged in respect of a supply that is subject to VAT but that the reverse charge procedure
applies).

(b) If VAT is or becomes chargeable on any supply made by any Interim Finance Party (the
"Supplier") to any other Interim Finance Party (the "Recipient") under an Interim Finance
Document, and any party other than the Recipient (the "Relevant Party") is required by
the terms of any Interim Finance Document to pay an amount equal to the consideration
for that supply to the Supplier (rather than being required to reimburse or indemnify the
Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority
for the VAT) the Relevant Party must also pay to the Supplier (at the same time as
paying that amount) an additional amount equal to the amount of the VAT. The
Recipient must (where this paragraph (i) applies) promptly pay to the Relevant
Party an amount equal to any credit or repayment the Recipient receives from the
relevant tax authority which the Recipient reasonably determines relates to the
VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority
for the VAT) the Relevant Party must promptly, following demand from the
Recipient, pay to the Recipient an amount equal to the VAT chargeable on that
supply but only to the extent that the Recipient reasonably determines that it is not
entitled to credit or repayment from the relevant tax authority in respect of that
VAT.

(c) Where an Interim Finance Document requires any party to reimburse or indemnify an
Interim Finance Party for any costs or expenses, that party shall reimburse or indemnify (as
the case may be) the Interim Finance Party against any VAT incurred by the Interim
Finance Party in respect of the costs or expenses, to the extent that the Interim Finance
Party determines (acting reasonably and in good faith) that neither it nor any group of which
it is a member for VAT purposes is entitled to credit or receives repayment in respect of
the VAT from the relevant tax authority.

(d) Any reference in Clause 10.7 to any party shall, at any time when such party is treated as a
member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate
and unless the context otherwise requires) a reference to the person who is treated as
making the supply or (as appropriate) receiving the supply under the grouping rules (as
provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the
relevant Member State or any other similar provision in any jurisdiction which is not a
Member State)) so that a reference to a party shall be construed as a reference to that party
or the relevant group or unity (or fiscal unity) of which that party is a member for VAT
purposes at the relevant time or the relevant member (or head) of that group or unity (or
fiscal unity) at the relevant time (as the case may be).

(e) In relation to any supply made by an Interim Finance Party to any party under an Interim
Finance Document, if reasonably requested by such Interim Finance Party, that party must
promptly provide such Interim Finance Party with details of that party's VAT registration

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 and such other information as is reasonably requested in connection with such Interim
Finance Party's VAT reporting requirements in relation to such supply.

10.8 FATCA information

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a
reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information
relating to its status under FATCA as that other Party reasonably requests for the
purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information
relating to its status as that other Party reasonably requests for the purposes of that
other Party's compliance with any other law, regulation or exchange of information
regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA
Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA
Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Party to do anything, which would or might in its
reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms,
documentation or other information requested in accordance with paragraphs (a)(i) or (a)(ii)
above (including, for the avoidance of doubt, where paragraph (c) above applies), then such
Party shall be treated for the purposes of the Interim Finance Documents (and payments
under them) as if it is not a FATCA Exempt Party until such time as the Party in question
provides the requested confirmation, forms, documentation or other information.

10.9 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any
payment required in connection with that FATCA Deduction, and no Party shall be required
to increase any payment in respect of which it makes such a FATCA Deduction or
otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction
(or that there is any change in the rate or the basis of such FATCA Deduction), notify the
Party to whom it is making the payment and, in addition, shall notify the Obligors' Agent
and the Interim PIK Facility Agent, and the Interim PIK Facility Agent shall notify the
other Interim Finance Parties.

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11. INCREASED COSTS

11.1 Increased Costs

(a) If the introduction of, or a change in, or a change in the interpretation, administration or
application of, any law, regulation or treaty occurring after the date on which it becomes a
Party, or compliance with any law, regulation or treaty made after the date on which it
becomes a Party, results in any Interim Finance Party (a "Claiming Party") or any Affiliate
of it incurring any Increased Cost (as defined in paragraph (c) below):

(i) the Claiming Party will notify the Obligors' Agent and the Interim PIK Facility
Agent of the circumstances giving rise to that Increased Cost as soon as reasonably
practicable after becoming aware of it and will as soon as reasonably practicable
provide a certificate confirming the amount of that Increased Cost with (to the
extent available) appropriate supporting evidence; and

(ii) within five (5) Business Days of demand by the Claiming Party, the Obligors'
Agent will (or shall procure that another Group Company will) pay to the Claiming
Party the amount of any Increased Cost incurred by it (or any Affiliate of it).

(b) No Group Company will be obliged to compensate any Claiming Party under paragraph (a)
above in relation to any Increased Cost:

(i) to the extent already compensated for by a payment under Clause 10 (Taxes) (or
would have been so compensated but for an exclusion in Clauses 10.2 (Exceptions
from gross-up), 10.3 (Tax indemnity), 10.6 (Stamp Taxes) or 10.7 (Value added
taxes));

(ii) attributable to the breach by the Claiming Party of any law, regulation or treaty or
any Interim Finance Document;

(iii) attributable to a Tax Deduction required by law to be made by an Obligor;

(iv) attributable to any penalty having been imposed by the relevant central bank or
monetary or fiscal authority upon the Claiming Party (or any Affiliate of it) by
virtue of its having exceeded any country or sector borrowing limits or breached
any directives imposed upon it;

(v) attributable to the implementation or application of or compliance with the

"International Convergence of Capital Measurement and Capital Standards, a
Revised Framework" published by the Basel Committee on Banking Supervision
in June 2004 in the form existing on the date of this Agreement (but excluding any
amendment to Basel II arising out of Basel III (as defined in paragraph (c)(i)
below)) ("Basel II") or any other law or regulation which implements Basel II
(whether such implementation, application or compliance is by a government,
regulator, Interim Finance Party or any of its Affiliates) but excluding any
Increased Cost attributable to Basel III or any other law or regulation which
implements Basel III (in each case, unless an Interim Finance Party was or
reasonably should have been aware of that Increased Cost on the date on which it
became an Interim Finance Party under this Agreement);

(vi) suffered or incurred in respect of any Bank Levy (or any payment attributable to,
or liability arising as a consequence of, a Bank Levy);

(vii) attributable to a FATCA Deduction required to be made by a Party; or

(viii) not notified to the Obligors' Agent in accordance with paragraph (a)(i) above.

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 (c) In this Agreement:

(i) "Basel III" means:

(A) the agreements on capital requirements, a leverage ratio and liquidity

standards contained in "Basel III: A global regulatory framework for more
resilient banks and banking systems", "Basel III: International framework
for liquidity risk measurement, standards and monitoring" and "Guidance
for national authorities operating the countercyclical capital buffer"
published by the Basel Committee on Banking Supervision in December
2010;

(B) the rules for global systemically important banks contained in "Global
systemically important banks: assessment methodology and the additional
loss absorbency requirement Rules text" published by the Basel
Committee on Banking Supervision in November 2011; and

(C) any further guidance or standards published by the Basel Committee on

Banking Supervision relating to Basel III; and

(ii) "Increased Cost" means:

(A) an additional or increased cost;

(B) a reduction in any amount due, paid or payable to the Claiming Party
under any Interim Finance Document; or

(C) a reduction in the rate of return from an Interim PIK Facility or on the
Claiming Party's (or its Affiliates') overall capital,

suffered or incurred by a Claiming Party (or any Affiliate of it) as a result of it

having entered into or performing its obligations under any Interim Finance
Document or making or maintaining its participation in any Interim PIK Loan.

11.2 Mitigation

(a) If circumstances arise which entitle an Interim Finance Party:

(i) to receive payment of an additional amount under Clause 10 (Taxes);

(ii) to demand payment of any amount under Clause 11.1 (Increased Costs); or

(iii) to require cancellation or prepayment to it of any amount under Clause 11.3

(Illegality) (including for the avoidance of doubt if an Interim Finance Party is not
obliged to fund in circumstances where paragraph (b)(iii) of Clause 3.1
(Conditions Precedent) applies),

then that Interim Finance Party will, in consultation with the Obligors' Agent, take all
reasonable steps to mitigate the effect of those circumstances (including by transferring its
rights and obligations under the Interim Finance Documents to an Affiliate or changing its
Facility Office or transferring its Interim PIK Facility Commitments and participation in
each Interim PIK Loan for cash at par plus all accrued but unpaid interest thereon to another
bank, financial institution or other person nominated for such purpose by the Obligors'
Agent).

(b) No Interim Finance Party will be obliged to take any such steps or action if to do so is likely
in its opinion (acting in good faith) to be unlawful or to have an adverse effect on its

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 business, operations or financial condition or breach its banking policies or require it to
disclose any confidential information.

(c) The Obligors' Agent shall (or shall procure that another Group Company will), within five
(5) Business Days of demand by the relevant Interim Finance Party, indemnify such Interim
Finance Party for any costs or expenses reasonably incurred by it as a result of taking any
steps or action under this Clause 11.2.

(d) This Clause 11.2 does not in any way limit, reduce or qualify the obligations of the Obligors'
Agent under the Interim Finance Documents.

11.3 Illegality

If it is or will become unlawful in any applicable jurisdiction for an Interim Finance Party to
participate in an Interim PIK Facility, maintain its Interim PIK Facility Commitment or participation
in any Interim PIK Loan or perform any of its obligations under any Interim Finance Documents,
then:

(a) that Interim Finance Party shall promptly so notify the Interim PIK Facility Agent and the
Obligors' Agent upon becoming aware of that event; and

(b) following such notification, the Obligors' Agent shall (or shall procure that a Group
Company will) prepay that Interim Finance Party's participation in all outstandings under
the relevant Interim PIK Facility (together with any related accrued interest) and pay (or
procure payment of) all other amounts due to that Interim Finance Party under the Interim
Finance Documents and that Interim Finance Party's Interim PIK Facility Commitment will
be cancelled, in each case, to the extent necessary to cure the relevant illegality and, on the
date specified by that Interim Finance Party in such notice (being the last Business Day
immediately prior to the illegality taking effect or the latest date otherwise allowed by the
relevant law (taking into account any applicable grace period)) unless otherwise agreed or
required by the Obligors' Agent, provided that on or prior to such date the Obligors' Agent
shall have the right to require that Interim PIK Lender to transfer its Interim PIK Facility
Commitments and participation in each Interim PIK Loan to another bank, financial
institution or other person nominated for such purpose by the Obligors' Agent which has
agreed to purchase such rights and obligations at par plus accrued but unpaid interest.

12. PAYMENTS

12.1 Place

(a) Unless otherwise specified in an Interim Finance Document, on each date on which
payment is to be made by any Party (other than the Interim PIK Facility Agent) under an
Interim Finance Document, such Party shall pay, in the required currency, the amount
required to the Interim PIK Facility Agent, for value on the due date at such time and in
such funds as the Interim PIK Facility Agent may specify to the Party concerned as being
customary at that time for settlement of transactions in the relevant currency in the place of
payment. All such payments shall be made to the account specified by the Interim PIK
Facility Agent for that purpose in London.

(b) Each payment received by the Interim PIK Facility Agent under the Interim Finance
Documents for another Party shall, subject to paragraphs (c) and (d) below and to Clause
12.3 (Assumed receipt), be made available by the Interim PIK Facility Agent as soon as
practicable after receipt to the Party entitled to receive payment in accordance with this
Agreement (in the case of an Interim PIK Lender, for the account of its Facility Office), to
such account as that Party may notify to the Interim PIK Facility Agent by not less than
five (5) Business Days' notice with a bank in London.

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 (c) The Interim PIK Facility Agent may with the consent of the Obligors' Agent (or in
accordance with Clause 19 (Set-Off)) apply any amount received by it for a Borrower in or
towards payment (as soon as practicable after receipt) of any amount then due and payable
by such Borrower under the Interim Finance Documents or in or towards purchase of any
amount of any currency to be so applied.

(d) Each Agent may deduct from any amount received by it for another Party any amount due
to such Agent from that other Party but unpaid and apply the amount deducted in payment
of the unpaid debt owed to it.

12.2 Currency of payment

(a) Subject to paragraphs (b) to (e) (inclusive) below, the Base Currency is the currency of
account and payment of any sum due from an Obligor under any Interim Finance
Documents shall be made in the Base Currency.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which
the costs, expenses or Taxes were incurred.

(c) Each repayment of an Interim PIK Loan or overdue amount or payment of interest thereon
shall be made in the currency of the Interim PIK Loan or overdue amount.

(d) Each payment under Clauses 10.1 (Gross-up), 10.3 (Tax indemnity) or 11.1 (Increased
Costs) shall be made in the currency specified by the Interim Finance Party making the
claim (being the currency in which the Tax or losses were incurred).

(e) Any amount expressed in the Interim Finance Documents to be payable in a particular
currency shall be paid in that currency.

12.3 Assumed receipt

(a) Where an amount is or is required to be paid to the Interim PIK Facility Agent under any
Interim Finance Document for the account of another person (the "Payee"), the Interim PIK
Facility Agent is not obliged to pay that amount to the Payee until the Interim PIK Facility
Agent is satisfied that it has actually received that amount.

(b) If the Interim PIK Facility Agent nonetheless pays that amount to the Payee (which it may
do at its discretion) and the Interim PIK Facility Agent had not in fact received that amount,
then the Payee will on demand refund that amount to the Interim PIK Facility Agent
(together with interest on that amount at the rate determined by the Interim PIK Facility
Agent to be equal to the cost to the Interim PIK Facility Agent of funding that amount for
the period from payment by the Interim PIK Facility Agent until refund to the Interim PIK
Facility Agent of that amount), provided that no Obligor will have any obligation to refund
any such amount received from the Interim PIK Facility Agent and paid by it (or on its
behalf) to any third party for a purpose set out in Clause 3.3 (Purpose).

12.4 No set-off or counterclaim

Subject to paragraph (f) of Clause 10.1 (Gross-up) all payments made or to be made by an Obligor
under the Interim Finance Documents must be paid in full without (and free and clear of any
deduction for) set-off or counterclaim.

12.5 Business Days

(a) If any payment would otherwise be due under any Interim Finance Document on a day
which is not a Business Day, that payment shall be due on the next Business Day in the
same calendar month (if there is one) or the preceding Business Day (if there is not).

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 (b) During any such extension of the due date for payment of any principal or overdue amount,
or any extension of an Interest Period, interest shall accrue and be payable at the rate
payable on the original due date.

12.6 Change in currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the
same time recognised by the central bank of any country as the lawful currency of that
country:

(i) any reference in any Interim Finance Document to, and any obligations arising
under any Interim Finance Document in, the currency of that country shall be
translated into, and paid in, the currency or currency unit designated by the Interim
PIK Facility Agent (after consultation with the Obligors' Agent); and

(ii) any translation from one currency or currency unit to another shall be at the official
rate of exchange recognised by the central bank of that country for the conversion
of that currency or currency unit into the other, rounded up or down by the Interim
PIK Facility Agent (acting reasonably).

(b) If a change in any currency of a country occurs, the Interim Finance Documents will, to the
extent the Interim PIK Facility Agent specifies is necessary (acting reasonably and after
consultation with the Obligors' Agent), be amended to comply with any generally accepted
conventions and market practice in any relevant interbank market and otherwise to reflect
the change in currency. The Interim PIK Facility Agent will notify the other Parties to the
relevant Interim Finance Documents of any such amendment, which shall be binding on all
the Parties.

12.7 Application of proceeds

(a) If the Interim PIK Facility Agent receives a payment that is insufficient to discharge all
amounts then due and payable by an Obligor under any Interim Finance Document, the
Interim PIK Facility Agent shall apply that payment towards the obligations of such
Obligor under the Interim Finance Documents in the following order:

(i) first, in payment pro rata of any fees, costs and expenses of the Agents and the
Arrangers due but unpaid;

(ii) second, in payment pro rata of any fees, costs and expenses of the Interim PIK
Lenders due but unpaid;

(iii) third, in payment pro rata (and pari passu) of any accrued interest in respect of the
Interim PIK Facility due but unpaid;

(iv) fourth, in payment pro rata (and pari passu) of any principal due but unpaid under
the Interim PIK Facility;

(v) fifth, in payment pro rata of any other amounts due but unpaid under the Interim
Finance Documents; and

(vi) the balance, if any, in payment to the relevant Obligor.

(b) The Interim PIK Facility Agent shall if directed by all the Interim PIK Lenders, vary the
order set out in sub-paragraphs (a)(ii) to (a)(v) inclusive above.

(c) Any such application by the Interim PIK Facility Agent will override any appropriation
made by an Obligor.

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 (d) Any amount recovered under the Interim Security Documents or otherwise in connection
with the realisation or enforcement of all or any part of the Interim Security will be paid to
the Interim PIK Facility Agent to be applied as set out in paragraph (a) above.

13. FEES AND EXPENSES

13.1 Costs and expenses

The Obligors' Agent shall (or shall procure that another Group Company will) pay to the Interim
PIK Facility Agent, within ten (10) Business Days of demand, for the account of the Interim Finance
Parties the amount of all reasonable costs and expenses (including legal fees subject to any agreed
limits) properly incurred by them or any of their Affiliates in connection with:

(a) the negotiation, preparation, printing, execution and perfection of any Interim Finance
Document and other documents contemplated by the Interim Finance Documents executed
after the date of this Agreement; and

(b) any amendment, waiver or consent made or granted in connection with the Interim Finance
Documents,

provided that if the Interim PIK Facility are not drawn no such costs and expenses will be payable
(other than legal costs up to a cap separately agreed in writing).

13.2 Enforcement costs

The Obligors' Agent shall (or shall procure that another Group Company will) pay to each Interim
Finance Party, within five (5) Business Days of demand, the amount of all costs and expenses
(including legal fees reasonably incurred) properly incurred by it in connection with the enforcement
of, or the preservation of any rights under, any Interim Finance Document and any proceedings
instituted by or against the Interim PIK Security Agent as a consequence of taking or holding the
Interim Security or enforcing these rights.

13.3 Amendment costs

The Obligors' Agent shall (or shall procure that another Group Company will) pay to the Interim
PIK Facility Agent, within ten (10) Business Days of demand, all reasonable costs and expenses
(including reasonable legal fees) properly incurred by the Interim PIK Facility Agent or Interim PIK
Security Agent in connection with responding to, evaluating, negotiating or complying with any
amendment, waiver or consent requested or required by the Obligors' Agent, subject always to any
limits as agreed between the Obligors' Agent and the Arrangers from time to time.

13.4 Other fees

The Company shall (or shall procure that another Group Company will) pay the Interim Finance
Parties' fees in accordance with the, the PIK Closing Payment Letter and the Interim Agency Fee
Letters.

13.5 Limitations

Notwithstanding anything to the contrary in any Interim Finance Document (including Clauses 13.1
(Costs and expenses) to 13.4 (Other fees) above):

(a) no fees, costs, expenses or other amount shall be payable by any Group Company to any
Interim Finance Party under any Interim Finance Document if the Interim Closing Date
does not occur (save, in the case of legal fees, as otherwise agreed prior to the date of this
Agreement);

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 (b) any demand for reimbursement of costs and expenses incurred by an Interim Finance Party
must be accompanied by reasonable details of the amount demanded (including, at the
request of the Obligors' Agent, hours worked, rates charged and individuals involved); and

(c) if an Interim PIK Lender assigns or transfers any of its rights, benefits or obligations under
the Interim Finance Documents, no Group Company shall be required to pay any fees,
costs, expenses or other amounts relating to or arising in connection with that assignment
or transfer (including any stamp duty, transfer or registration Taxes and any amounts
relating to the perfection or amendment of the Interim Security Documents), except where
such assignment or transfer is (i) pursuant to Clause 11.2 (Mitigation) or (ii) at the request
of the Obligors' Agent under Part III (Replacement of an Interim PIK Lender / Increase) of
Schedule 5 (Impairment and Replacement of Interim Finance Parties).

14. INDEMNITIES

14.1 General indemnity

The Obligors' Agent will (or shall procure that another Group Company will) indemnify each
Interim Finance Party within ten (10) Business Days of demand (which demand must be
accompanied by reasonable details and calculations of the amount demanded) against any loss or
liability (not including loss of future Margin and/or profit) which that Interim Finance Party incurs
as a result of:

(a) the occurrence of any Major Event of Default;

(b) the operation of Clause 18 (Pro Rata Payments);

(c) any failure by any Obligor to pay any amount due under an Interim Finance Document on
its due date;

(d) any Interim PIK Loan not being made for any reason (other than as a result of the fraud,
default or negligence of that Interim Finance Party) on the Drawdown Date specified in the
Drawdown Request requesting that Interim PIK Loan; or

(e) any Interim PIK Loan or overdue amount under an Interim Finance Document being repaid
or prepaid otherwise than in accordance with a notice of prepayment given by an Obligor
or otherwise than on the last day of the then current Interest Period relating to that Interim
PIK Loan or overdue amount, other than as a result of that Interim PIK Lender failing to
advance its participation pursuant to any Long-term Financing Agreement for the purposes
of refinancing the Interim PIK Facility,

including any loss on account of funds borrowed, contracted for or utilised to fund any Interim PIK
Loan or amount payable under any Interim Finance Document. The indemnities contained in this
Clause 14.1 shall not apply to the extent a cost, loss, liability or expense is of a description falling
in the categories set out in paragraph (b) of Clause 10.3 (Tax Indemnity) or paragraph (b) of Clause
11.1 (Increased Costs).

14.2 Currency indemnity

(a) If:

(i) any amount payable by an Obligor under or in connection with any Interim Finance
Document is received by any Interim Finance Party (or by an Agent on behalf of
any Interim Finance Party) in a currency (the "Payment Currency") other than
that agreed in the relevant Interim Finance Document (the "Agreed Currency"),
and the amount produced by such Interim Finance Party converting the Payment

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 Currency so received into the Agreed Currency is less than the required amount of
the Agreed Currency; or

(ii) any amount payable by an Obligor under or in connection with any Interim Finance
Document has to be converted from the Agreed Currency into another currency
for the purpose of making, filing, obtaining or enforcing any claim, proof, order or
judgment,

that Obligor shall, as an independent obligation, within ten (10) Business Days of demand
indemnify the relevant Interim Finance Party for any loss or liability incurred by it as a
result of the conversion, provided that, if the amount produced or payable as a result of
the conversion is greater than the relevant amount due, that Interim Finance Party will
promptly refund such excess amount to the relevant Obligor.

(b) Any conversion required will be made at the prevailing rate of exchange on the date and in
the market determined by the relevant Interim Finance Party, acting reasonably, as being
most appropriate for the conversion. The relevant Obligor will also, within ten (10)
Business Days of demand, pay the reasonable costs of the conversion.

(c) Each Obligor waives any right it may have in any jurisdiction to pay any amount under any
Interim Finance Document in a currency other than that in which it is expressed to be
payable in that Interim Finance Document.

14.3 Indemnity to the Interim PIK Facility Agent

The Obligors' Agent shall (or shall procure that another Group Company will) within ten (10)
Business Days of demand (which demand must be accompanied by reasonable details and
calculations of the amount demanded), indemnify the Interim PIK Facility Agent against any cost,
loss or liability incurred by the Interim PIK Facility Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Major Event of Default (provided
that, if after doing so it is established that such event is not a Major Event of Default, the
cost, loss or liability of investigation shall be for the account of the Interim PIK Lenders);
and

(b) acting or relying on any notice, request or instruction which it reasonably believes to be
genuine, correct and appropriately authorised,

except where the cost, loss or liability incurred by the Interim PIK Facility Agent is a result of fraud,
wilful misconduct, gross negligence or default of the Interim PIK Facility Agent.

14.4 Indemnity to the Interim PIK Security Agent

(a) The Obligors' Agent shall (or shall procure that another Group Company will) within ten
(10) Business Days of demand (which demand must be accompanied by reasonable details
and calculations of the amount demanded), indemnify the Interim PIK Security Agent and
every Receiver and Delegate against any cost, loss or liability incurred by the Interim PIK
Security Agent, Receiver or Delegate (acting reasonably) as a result of:

(i) the taking, holding, protection or enforcement of the Interim Security;

(ii) the exercise of any of the rights, powers, discretions and remedies vested in the
Interim PIK Security Agent and each Receiver and Delegate by the Interim
Finance Documents or by law; and

(iii) any default by any Obligor in the performance of any of the obligations expressed
to be assumed by it in the Interim Finance Documents,

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 except where, as the case may be, the cost, loss or liability incurred by the Interim PIK
Security Agent, Receiver and/or Delegate is a result of fraud, wilful misconduct, gross
negligence or default of the Interim PIK Security Agent, Receiver and/or Delegate.

(b) The Interim PIK Security Agent and, to the extent relevant, each other Interim Finance
Party may, in priority to any payment to the Interim Finance Parties, indemnify itself out
of the Charged Property over which it holds Interim Security in respect of, and pay and
retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have
a lien on the Interim Security held by it and the proceeds of the enforcement of the Interim
Security held by it for all moneys payable to it.

14.5 Acquisition Indemnity for the Interim PIK Security Agent

(a) The Obligors' Agent shall (or shall procure that another Group Company will) within ten
(10) Business Days of demand indemnify and hold harmless the Interim PIK Security
Agent and any of their respective Affiliates and any of their directors, officers, agents,
advisers and employees (as applicable) (each an "Indemnified Person") against any cost,
expense, loss, liability (including, except as specified below, reasonably incurred legal fees
and limited, in the case of legal fees and expenses, to one counsel to such Indemnified
Persons taken as a whole and in the case of a conflict of interest, one additional counsel to
the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably
necessary one local counsel in any relevant jurisdiction) incurred by or awarded against
such Indemnified Person in each case arising out of or in connection with any action, claim,
investigation or proceeding (including any action, claim, investigation or proceeding to
preserve or enforce rights), commenced or threatened, relating to this Agreement, the
Interim PIK Facility or the Acquisition or the use or proposed use of proceeds of the Interim
PIK Facility (except to the extent such cost, expense, loss or liability resulted (x) directly
from fraud, the gross negligence or wilful misconduct of such Indemnified Person or results
from such Indemnified Person breaching a term of or any of its obligations under this
Agreement, the Interim Finance Documents, the Senior Commitment Documents or the
PIK Commitment Documents, or any confidentiality undertaking given by that Indemnified
Person or (y) from or relates to any disputes solely among Indemnified Persons and not
arising out of any act or omission of the Obligors or any other entity controlled by the
Sponsor Investors).

(b) If any event occurs in respect of which indemnification may be sought from the Obligors'
Agent, the relevant Indemnified Person shall only be indemnified if (where legally
permissible to do so and without being under any obligation to so act to the extent that it is
not lawfully permitted to do so) it:

(i) notifies the Obligors' Agent in writing within a reasonable time after the relevant
Indemnified Person becomes aware of such event and this provision;

(ii) consults with the Obligors' Agent fully and promptly with respect to the conduct
of the relevant claim, action or proceeding;

(iii) conducts such claim, action or proceeding properly and diligently; and

(iv) does not settle any such claim, action or proceeding without the Obligors' Agent's
prior written consent (such consent not to be unreasonably withheld).

(c) The Indemnified Person shall also be entitled to appoint their own legal counsel in each
applicable jurisdiction in respect of any such claim, action or proceeding.

(d) The Contracts (Rights of Third Parties) Act 1999 shall apply to this Clause 14.5 so that
each Indemnified Person may rely on it, subject always to the terms of Clause 28.6 (Third
party rights) and 29 (Governing Law).

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 (e) The Interim Finance Parties shall not have any duty or obligation, whether as fiduciary for
any Indemnified Person or otherwise, to recover any payment made or required to be made
under this Clause 14.5.

(f) Neither (x) any Indemnified Person, nor (y) the Sponsor, the Equity Investors, Topco, any
Group Company or any member of the Target Group (or any of their respective Affiliates),
shall be liable for any indirect, special, punitive or consequential losses or damages in
connection with its activities related to the Interim PIK Facility or the Interim Finance
Documents.

15. SUBORDINATION

(a) All Subordinated Shareholder Liabilities shall be subordinated and postponed to all Interim
Liabilities and any amounts received in respect of the Subordinated Shareholder Liabilities
shall be applied in accordance with Clause 12.7 (Application of proceeds).

(b) If paragraph (a) above applies, Topco will:

(i) pay all payments under or in respect of the Subordinated Shareholder Documents
(as relevant) in cash or in kind received by or on behalf of it from any Obligor (or
any liquidator, administrator, receiver or similar official of such debtor or its
assets) over to the Interim PIK Facility Agent for application in the order set out
in Clause 12.7 (Application of proceeds); and

(ii) direct the trustee in bankruptcy, liquidator, administrator, receiver or other person
distributing the assets of any Obligor or their proceeds to make payments in respect
of the Subordinated Shareholder Documents directly to the Interim PIK Facility
Agent until all Interim Liabilities have been paid in full.

(c) To the fullest extent permitted under mandatory provisions of applicable law, and if an
Obligor is or becomes the subject of an event referred to in paragraphs 5, 6 or 7 of Part III
(Major Events of Default) of Schedule 4 (Major Representations, Undertakings and Events
of Default) following an Acceleration Notice, the Interim PIK Security Agent is hereby
irrevocably authorised on behalf of each Interim PIK Lender and Topco to:

(i) until all Interim Liabilities have been paid in full:

(A) claim, enforce and prove for liabilities in respect of the Subordinated
Shareholder Liabilities owed by each Obligor to Topco;

(B) exercise all powers of convening meetings, voting and representation in

respect of liabilities in respect of the Subordinated Shareholder Liabilities
and the Obligors' Agent under the Subordinated Shareholder Documents
will provide all forms of proxy and of representation requested by the
Interim PIK Security Agent for that purpose;

(C) file claims and proofs, give receipts and take all such proceedings and do
all such things as the Interim PIK Security Agent considers reasonably
necessary to recover any liabilities in respect of the Subordinated
Shareholder Liabilities; and

(D) receive all distributions in respect of the Subordinated Shareholder

Documents for application in accordance with this Agreement,

for which purposes, as between the Interim PIK Facility Agent and Topco, and
with respect to the Subordinated Shareholder Documents, the provisions of Clause
17 (Agents and Arrangers) will apply mutatis mutandis.

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16. SECURITY

16.1 Responsibility

The Interim PIK Security Agent is not liable or responsible to any other Interim Finance Party for:

(a) any failure in perfecting or protecting the Security Interest created by any Interim Security
Document; or

(b) any other action taken or not taken by it in connection with an Interim Security Document.

16.2 Possession of documents

The Interim PIK Security Agent is not obliged to hold in its own possession any Interim Security
Document, title deed or other document in connection with any asset over which a Security Interest
is intended to be created by an Interim Security Document. Without prejudice to the above, the
Interim PIK Security Agent may allow any bank providing safe custody services or any professional
adviser to the Interim PIK Security Agent to retain any of those documents in its possession.

16.3 Investments

Except as otherwise provided in any Interim Security Document, all moneys received by the Interim
PIK Security Agent under the Interim Finance Documents may be:

(a) invested in the name of, or under the control of, the Interim PIK Security Agent in any
investment for the time being authorised by English law for the investment by trustees of
trust money or in any other investments which may be selected by the Interim PIK Security
Agent with the consent of the Majority Interim Lenders; or

(b) placed on deposit in the name of, or under the control of, the Interim PIK Security Agent
at such bank or institution (including any other Interim Finance Party) and upon such terms
as the Interim PIK Security Agent may think fit.

16.4 Conflict with Interim Security Documents

If there is any conflict between the provisions of this Agreement and any Interim Security Document
with regard to instructions to or other matters affecting the Interim PIK Security Agent, this
Agreement will prevail.

16.5 Enforcement of Interim Security Documents

(a) The Security Interests granted pursuant to the Interim Security Documents may only be
enforced if an Acceleration Notice has been given to an Obligor and remains outstanding.

(b) If the Interim Security is being enforced pursuant to paragraph (a) above, the Interim PIK
Security Agent shall enforce the Interim Security in such manner as the Majority Interim
Lenders shall instruct, or, in the absence of any such instructions, as the Interim PIK
Security Agent sees fit.

(c) Subject to Clause 17 (Agents and Arrangers), each Interim Finance Party (other than the
Interim PIK Security Agent) agrees not to enforce independently or exercise any rights or
powers arising under an Interim Security Document except through the Interim PIK
Security Agent and in accordance with the Interim Finance Documents.

16.6 Release of security

(a) If:

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 (i) a disposal to a person or persons outside the Group of any asset over which a
Security Interest has been created by any Interim Security Document is:

(A) being effected at the request of the Majority Interim Lenders in

circumstances where any of the security created by the Interim Security
Documents has become enforceable; or

(B) being effected by enforcement of the Interim Security Documents; or

(ii) the Interim Liabilities are repaid in full,

the Interim PIK Security Agent is irrevocably authorised to execute on behalf of each
Interim Finance Party, Topco and each Obligor (and at the cost of the Obligors' Agent) the
releases and disposals referred to in paragraph (b) below.

(b) The releases and other actions referred to in paragraph (a) above are:

(i) any release of any Security Interest created by the Interim Security Documents
over that asset; and

(ii) if that asset comprises all of the shares in the capital of any Group Company (or
any direct or indirect holding company of any Group Company):

(A) a release of that Group Company and its respective Subsidiaries from all
present and future liabilities under the Interim Finance Documents or the
Subordinated Shareholder Documents (both actual and contingent and
including any liability to any other Group Company under the Interim
Finance Documents or the Subordinated Shareholder Documents by way
of contribution or indemnity) and a release of all Security Interests granted
by that Group Company and its Subsidiaries under the Interim Security
Documents; or

(B) in respect of a disposal under paragraph (a)(i) above only, a disposal of

all or any part of the present and future liabilities of that Group Company
and its respective Subsidiaries under the Interim Finance Documents or
the Subordinated Shareholder Documents (both actual and contingent and
including any liability to any other Group Company under the Interim
Finance Documents or the Subordinated Shareholder Documents by way
of contribution or indemnity) owed by that Group Company and its
respective Subsidiaries.

(c) In the case of paragraph (a) above, the net cash proceeds of the disposal must be paid, or
distributed, to the Interim PIK Security Agent for application in accordance with Clause
12.7 (Application of proceeds) as if those proceeds were the proceeds of an enforcement of
the Interim Security.

(d) If the Majority Interim Lenders instruct the Interim PIK Security Agent to effect any of the
releases or disposals in circumstances permitted under paragraph (b) above, each Interim
Finance Party, Topco and the relevant Obligor must promptly execute (at the cost of the
Obligors' Agent) any document which is reasonably required to achieve that release or
disposal. Each Obligor and Topco irrevocably authorises the Interim PIK Security Agent
to promptly execute any such document. Any release will not affect the obligations of any
other Group Company under the Interim Finance Documents.

16.7 Perpetuity period

If applicable to any trust created in this Agreement, the perpetuity period for that trust is 125 years.

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16.8 Parallel Debt

(a) The Interim PIK Security Agent shall hold the claims against the Obligors under the parallel
debt structure in this Clause 16.8 in accordance with Clause 17.10 (Role of the Interim PIK
Security Agent). The Interim PIK Security Agent shall distribute any amount received under
the parallel debt claims in this Clause 16.8 among the Interim Finance Parties in accordance
with the provisions of this Agreement.

(b) The Interim PIK Security Agent shall have its own independent right to demand payment
of the amounts payable by an Obligor under this Clause 16.8, irrespective of any discharge
of that Obligor's obligation to pay those amounts to the other Interim Finance Parties
resulting from failure by them to take appropriate steps, in insolvency proceedings affecting
that Obligor, to preserve their entitlement to be paid those amounts, provided that:

(i) the amounts for which each Obligor is liable under its parallel debt:

(A) shall be decreased to the extent that its corresponding debt towards an
Interim Finance Party has been irrevocably paid; or

(B) shall be increased to the extent that the corresponding debt towards an
Interim Finance Party has been increased;

(ii) the corresponding debt of each Obligor shall be decreased to the extent that its
parallel debt has been irrevocably paid; and

(iii) the parallel debt of an Obligor shall not exceed its corresponding debt towards the
Interim Finance Parties.

(c) Any amount due and payable by an Obligor to the Interim PIK Security Agent under this
Clause 16.8 shall be decreased to the extent that the other Interim Finance Parties have
received payment of the corresponding amount under the other provisions of the Interim
Finance Documents and any amount due and payable by an Obligor to the other Interim
Finance Parties under those provisions shall be decreased to the extent that the Interim PIK
Security Agent has received payment of the corresponding amount under this Clause 16.8.

The rights of the Interim Finance Parties (other than the Interim PIK Security Agent) to receive
payment of amounts payable by each Obligor under the Interim Finance Documents are several and
are separate and independent from, and without prejudice to, the rights of the Interim PIK Security
Agent to receive payment under this Clause 16.8.

17. AGENTS AND ARRANGERS

17.1 Appointment of Agents

(a) Each Interim Finance Party (other than the relevant Agent) irrevocably authorises and
appoints each Agent:

(i) to act as its agent under and in connection with the Interim Finance Documents
(and in the case of the Interim PIK Security Agent to act as its trustee for the
purposes of the Interim Security Documents) subject to 17.10 (Role of the Interim
PIK Security Agent) with respect to the Interim Security Documents;

(ii) to execute and deliver such of the Interim Finance Documents and any other
document related to the Interim Finance Documents as are expressed to be
executed by such Agent;

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 (iii) to execute for and on its behalf any and all Interim Security Documents and any
other agreements related to the Interim Security Documents, including the release
of the Interim Security Documents; and

(iv) to perform the duties and to exercise the rights, powers and discretions which are
specifically delegated to such Agent by the terms of the Interim Finance
Documents, together with all other incidental rights, powers and discretions.

(b) Each Interim Finance Party:

(i) (other than the Interim PIK Facility Agent, the Interim PIK Security Agent and the
Arrangers) irrevocably authorises and appoints, severally, each of the Agents and
the Arrangers to accept on its behalf the terms of any reliance, non-reliance, hold
harmless or engagement letter relating to any report, certificate or letter provided
by accountants, auditors or other professional advisers in connection with any of
the Interim Finance Documents or any related transactions and to bind such Interim
Finance Party in respect of the addressing or reliance or limitation of liability of
any person under any such report, certificate or letter; and

(ii) accepts the terms and any limitation of liability or qualification in the reports or
any reliance, non-reliance, hold harmless or engagement letter entered into by any
of the Agents and/or the Arrangers (whether before or after such Interim Finance
Party became a Party) in connection with the Interim Finance Documents.

(c) The relationship between each Agent and the other Interim Finance Parties is that of
principal and agent only. Except as specifically provided in the Interim Finance Documents,
no Agent shall:

(i) have, or be deemed to have, any obligations to, or trust or fiduciary relationship
with, any other Party or other person, other than those for which specific provision
is made by the Interim Finance Documents; or

(ii) be bound to account to any other Interim Finance Party for any sum or the profit
element of any sum received by it for its own account.

(d) Neither Agent is authorised to act on behalf of an Interim Finance Party in any legal or
arbitration proceedings relating to any Interim Finance Document without first obtaining
that Interim Finance Party's consent except in any proceedings for the protection,
preservation or enforcement of any Interim Security Document otherwise permitted by this
Agreement.

17.2 Agents' duties

(a) Each Agent will only have those duties which are expressly specified in the Interim Finance
Documents. The duties of the Agents are solely of a mechanical and administrative nature.

(b) Each Agent shall promptly send to each other Interim Finance Party a copy of each notice
or document delivered to that Agent by an Obligor for that Interim Finance Party under any
Interim Finance Document.

(c) Each Agent shall, subject to any terms of this Agreement which require the consent of all
the Interim PIK Lenders or of any particular Interim Finance Party:

(i) act or refrain from acting in accordance with any instructions from the Majority
Interim Lenders and any such instructions shall be binding on all the Interim
Finance Parties; and

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 (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in
accordance with the instructions of the Majority Interim Lenders.

(d) In the absence of any such instructions from the Majority Interim Lenders (or if required
all Interim PIK Lenders), each Agent may act or refrain from acting as it considers to be in
the best interests of the Interim PIK Lenders and any such action (or omission) shall be
binding on all Interim Finance Parties.

17.3 Agents' rights

Each Agent may:

(a) act under the Interim Finance Documents by or through its personnel, delegates or agents
(and any indemnity given to, or received by, an Agent under this Agreement extends also
to its personnel, delegates or agents who may rely on this provision);

(b) except as expressly provided to the contrary in any Interim Finance Document, refrain from
exercising any right, power or discretion vested in it under the Interim Finance Documents
until it has received instructions from the Majority Interim Lenders or, where relevant, all
the Interim PIK Lenders;

(c) unless it has received notice to the contrary in accordance with this Agreement, treat the
Interim PIK Lender which makes available any portion of an Interim PIK Loan as the
person entitled to repayment of that portion (and any interest, fees or other amounts in
relation thereto);

(d) notwithstanding any other term of an Interim Finance Document, refrain from doing
anything (including disclosing any information to any Interim Finance Party or other
person) which would or might in its opinion breach any law, regulation, court judgment or
order or any confidentiality obligation, or otherwise render it liable to any person, and it
may do anything which is in its opinion necessary to comply with any such law, regulation,
judgment, order or obligation;

(e) assume that no Major Event of Default has occurred, unless it has received notice from
another Party stating that a Major Event of Default has occurred and giving details of such
Major Event of Default;

(f) refrain from acting in accordance with the instructions of the Majority Interim Lenders or
all the Interim PIK Lenders until it has been indemnified and/or secured to its satisfaction
against all costs, losses or liabilities (including legal fees and any associated VAT) which
it may sustain or incur as a result of so acting;

(g) rely on any notice or document believed by it to be genuine and correct and assume that (i)
any notice or document has been correctly and appropriately authorised and given and (ii)
any notice or request made by the Obligors' Agent is made on behalf of and with the consent
and knowledge of all the Obligors;

(h) rely on any statement made by any person regarding any matter which might reasonably be
expected to be within such person's knowledge or power to verify;

(i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services
which may seem necessary to it (including, in the case of the Interim PIK Facility Agent,
in connection with determining any consent level required to effect any amendment, waiver
or consent in respect of an Interim Finance Document in accordance with Clause 27
(Amendments and Waivers));

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 (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting
of the Interim PIK Lenders;

(k) accept without enquiry (and has no obligation to check) any title which any Obligor may
have to any asset intended to be the subject of any Security Interest to be created by the
Interim Security Documents; and

(l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents
or any other documents in connection with any of the assets charged by the Interim Security
Documents with any bank or financial institution or any company whose business includes
undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers
or other professional advisers (each, a "custodian") and it shall not be responsible or liable
for or be required to insure against any loss incurred in connection with any such deposit
or the misconduct or default of any such custodian and it may pay all amounts required to
be paid on account or in relation to any such deposit.

17.4 Exoneration of the Arrangers and the Agents

Neither the Arrangers nor the Agents are:

(a) responsible for, or responsible for checking, the adequacy, accuracy or completeness of:

(i) any representation, warranty, statement or information (written or oral) made in or

given in connection with any report, any Interim Finance Document or any notice
or document delivered in connection with any Interim Finance Document or the
transactions contemplated thereby; or

(ii) any notice, accounts or other document delivered under any Interim Finance
Document (irrespective of whether the relevant Agent forwards that notice, those
accounts or other documents to another Party);

(b) responsible for the validity, legality, adequacy, accuracy, completeness, enforceability,
admissibility in evidence or performance of any Interim Finance Document or any
agreement or document entered into or delivered in connection therewith;

(c) under any obligation or duty either initially or on a continuing basis to provide any Interim
Finance Party with any credit, financial or other information relating to an Obligor or any
other Group Company or any member of the Target Group or any risks arising in
connection with any Interim Finance Document, except as expressly specified in this
Agreement;

(d) obliged to monitor or enquire as to the occurrence or continuation of a Major Event of

Default;

(e) deemed to have knowledge of the occurrence of a Major Event of Default unless it has
received notice from another Party stating that a Major Event of Default has occurred and
giving details of such Major Event of Default;

(f) responsible for any failure of any Party duly and punctually to observe and perform their
respective obligations under any Interim Finance Document;

(g) responsible for the consequences of relying on the advice of any professional advisers
selected by it in connection with any Interim Finance Document;

(h) responsible for any shortfall which arises on the enforcement or realisation of the Interim
Security;

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 (i) liable for acting (or refraining from acting) in what it believes to be in the best interests of
the Interim Finance Parties in circumstances where it has not been given instructions by the
Interim PIK Lenders or the Majority Interim Lenders (as the case may be);

(j) liable to any Interim Finance Party for anything done or not done by it under or in
connection with any Interim Finance Document and any other agreement, arrangement or
documents entered into, made or executed in anticipation of, under or in connection with
any Interim Finance Document, save to the extent directly caused by its own fraud, gross
negligence or wilful misconduct; or

(k) under any obligation to enquire into or check the title of any Obligor to, or to insure, any
assets or property or any interest therein which is or is purported to be subject to any
Security Interest constituted, created or evidenced by any Interim Security Document.

17.5 The Arrangers and the Agents individually

(a) If it is an Interim PIK Lender, each of the Arrangers and Agents has the same rights and
powers under the Interim Finance Documents as any other Interim PIK Lender and may
exercise those rights and powers as if it were not also acting as an Arranger or an Agent.

(b) Each of the Agents and the Arrangers may:

(i) retain for its own benefit and without liability to account to any other person any
fee, profit or other amount received by it for its own account under or in connection
with the Interim Finance Documents or any of the activities referred to in
paragraph (ii) below; and

(ii) accept deposits from, lend money to, provide any advisory, trust or other services
to or engage in any kind of banking or other business with the Obligors' Agent or
any other Group Company (or Affiliate of the Obligors' Agent or any other Group
Company) or other Party (and, in each case, may do so without liability to account
to any other person).

(c) Except as otherwise expressly provided in this Agreement, no Arranger in its capacity as
such has any obligation or duty of any kind to any other Party under or in connection with
any Interim Finance Document.

17.6 Communications and information

(a) All communications to the Obligors' Agent (or any Affiliate of the Obligors' Agent) under
or in connection with the Interim Finance Documents are, unless otherwise specified in the
relevant Interim Finance Document, to be made by or through the Interim PIK Facility
Agent. Each Interim Finance Party will notify the Interim PIK Facility Agent of, and
provide the Interim PIK Facility Agent with a copy of, any communication between that
Interim Finance Party and the Obligors' Agent (or Affiliate of the Obligors' Agent) on any
matter concerning the Interim PIK Facility or the Interim Finance Documents.

(b) No Agent will be obliged to transmit to or notify any other Interim Finance Party of any
information relating to any Party which that Agent has or may acquire otherwise than in
connection with the Interim PIK Facility or the Interim Finance Documents.

(c) In acting as agent for the Interim PIK Lenders, each Agent's agency division will be treated
as a separate entity from any of its other divisions or department (the "Other Divisions").
Any information relating to any Group Company acquired by any of the Other Divisions
of an Agent or which in the opinion of that Agent is acquired by it otherwise than in its
capacity as Agent under the Interim Finance Documents may be treated by it as confidential
and will not be treated as information available to the other Interim Finance Parties.

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17.7 Non-reliance

(a) Each other Interim Finance Party confirms that it has made (and will continue to make) its
own independent investigation and appraisal of the assets, business, financial condition and
creditworthiness of the Group and the Target Group and of any risks arising under or in
connection with any Interim Finance Document, and has not relied, and will not at any time
rely, on any Arranger or any Agent:

(i) to assess the adequacy, accuracy or completeness of any information (whether oral
or written) provided by or on behalf of the Obligors' Agent or any Group Company
or any member of the Target Group under or in connection with any Interim
Finance Document (whether or not that information has been or is at any time
circulated to it by an Arranger or an Agent), or any document delivered pursuant
thereto, including any contained in the Reports or the transactions contemplated
thereby;

(ii) to assess whether that Interim Finance Party has recourse, and the nature and extent
of that recourse, against any Party or any of its respective assets under or in
connection with any Interim Finance Document;

(iii) to assess the assets, business, financial condition or creditworthiness of an Obligor,

any Group Company, the Target Group or any other person; or

(iv) to assess the validity, legality, adequacy, accuracy, completeness, enforceability

or admissibility in evidence of any Transaction Document or any document
delivered pursuant thereto.

(b) This Clause 17.7 is without prejudice to the responsibility of each Obligor for the
information supplied by it or on its behalf under or in connection with the Interim Finance
Documents and each Obligor remains responsible for all such information.

(c) No Party (other than the relevant Agent) may take any proceedings against any officer,
delegate, employee or agent of an Agent in respect of any claim it may have against that
Agent or in respect of any act or omission by that officer, delegate, employee or agent in
connection with any Interim Finance Document. Any officer, delegate, employee or agent
of an Agent may rely on this Clause 17.7 in accordance with the Contracts (Rights of Third
Parties) Act 1999.

(d) No Agent will be liable for any delay (or any related consequences) in crediting an account
with an amount required under the Interim Finance Documents to be paid by that Agent if
that Agent has taken all necessary steps as soon as reasonably practicable to comply with
the regulations or operating procedures of any recognised clearing or settlement system
used by that Agent for that purpose.

17.8 Know your customer

Nothing in this Agreement shall oblige any Agent or any Arranger to carry out know your customer
or other checks in relation to any person on behalf of any Interim PIK Lender and each Interim PIK
Lender confirms to the Agents and the Arrangers that it is solely responsible for any such checks it
is required to carry out and that it may not rely on any statement in relation to such checks made by
the Agents or the Arrangers.

17.9 Agents' indemnity

(a) Each Interim PIK Lender shall on demand indemnify each Agent for its share of any cost,
loss or liability incurred by the relevant Agent in acting, or in connection with its role, as
Agent under the Interim Finance Documents, except to the extent that the cost, loss or

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 liability is incurred as a result of the relevant Agent's fraud, gross negligence or wilful
misconduct.

(b) An Interim PIK Lender's share of any such loss or liability shall be the proportion which:

(i) that Interim PIK Lender's participation in the outstanding Interim PIK Loan bears
to the outstanding Interim PIK Loan at the time of demand; or

(ii) if there is no outstanding Interim PIK Loan at that time, that Interim PIK Lender's
Interim PIK Facility Commitment bears to the Total Interim PIK Facility
Commitments at that time; or

(iii) if the Total Interim PIK Facility Commitments have been cancelled, that Interim
PIK Lender's Interim PIK Facility Commitment bore to the Total Interim PIK
Facility Commitments immediately before being cancelled.

(c) The provisions of this Clause 17.9 are without prejudice to any obligations of an Obligor
to indemnify the Agents under the Interim Finance Documents.

17.10 Role of the Interim PIK Security Agent

(a) The Interim PIK Security Agent declares that it shall hold the Interim Security on trust for
itself and the other Interim Finance Parties on the terms contained in this Agreement and
shall administer the Interim Security Documents for itself and the other Interim Finance
Parties and will apply all payments and other benefits received by it under the Interim
Security Documents in accordance with the Interim Finance Documents.

(b) Each of the Parties agrees that the Interim PIK Security Agent shall have only those duties,
obligations and responsibilities expressly specified in this Agreement or in the Interim
Security Documents to which the Interim PIK Security Agent is expressed to be a party
(and no others shall be implied).

(c) Each Interim Finance Party hereby authorises the Interim PIK Security Agent (whether or
not by or through employees or agents):

(i) to exercise such rights, remedies, powers and discretions as are specifically
delegated to or conferred upon the Interim PIK Security Agent under the Interim
Security Document together with such powers and discretions as are reasonably
incidental thereto; and

(ii) to take such action on its behalf as may from time to time be authorised under or
in accordance with the Interim Security Documents;

(d) Each Interim Finance Party hereby ratifies and approves all acts and declarations previously
done by the Interim PIK Security Agent on such Interim Finance Party's behalf.

(e) The Interim PIK Security Agent shall not be liable for any failure, omission or defect in
registering, protecting or perfecting any Security Interest constituted, created or evidenced
by any Interim Security Document.

(f) The Interim PIK Security Agent has no duty or obligation to require the deposit with it of,
or to hold, any title deeds, share certificates, transfer documents or other documents in
connection with any asset charged or encumbered or purported to be charged or
encumbered under any Interim Security Document.

(g) Each Interim Finance Party confirms its approval of each Interim Security Document and
authorises and directs the Interim PIK Security Agent (by itself or by such person(s) as it

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 may nominate) to execute and enforce the same as trustee (or agent) or as otherwise
provided.

(h) It is agreed that, in relation to any jurisdiction the courts of which would not recognise or
give effect to the trust expressed to be created by this Agreement, the relationship of the
Interim Finance Parties to the Interim PIK Security Agent shall be construed as one of
principal and agent but, to the extent permissible under the laws of such jurisdiction, that
all the other provisions of this Agreement shall have full force and effect between the
parties hereto.

17.11 Resignation of an Agent

(a) At any time after the Certain Funds Period, an Agent may resign and appoint one of its
Affiliates acting through an office in the United Kingdom or any other jurisdiction agreed
by the Company as successor by giving notice to the Interim PIK Lenders and the
Company.

(b) Alternatively, at any time after the Certain Funds Period an Agent may resign by giving
thirty (30) days' notice to the Interim PIK Lenders and the Company, in which case the
Majority Interim Lenders (after consultation with the Company) may appoint a successor
Agent (acting through an office in the United Kingdom or any other jurisdiction agreed by
the Company).

(c) If the Majority Interim Lenders have not appointed a successor Agent in accordance with
paragraph (b) above within twenty (20) days after notice of resignation was given, the
retiring Agent (after consultation with the Company) may appoint a successor Agent
(acting through an office in the United Kingdom or any other jurisdiction agreed by the
Company.

(d) The retiring Agent shall, at its own cost:

(i) make available to the successor Agent such documents and records and provide
such assistance as the successor Agent may reasonably request for the purposes of
performing its functions as Agent under the Interim Finance Documents; and

(ii) in the case of the Interim PIK Security Agent, enter into and deliver to the
successor Interim PIK Security Agent those documents and effect any registrations
as may be required for the transfer or assignment of all of its rights and benefits
under the Interim Finance Documents to the successor Interim PIK Security Agent.

(e) Each Obligor must, at its own reasonable cost, take any action and enter into and deliver
any document which is reasonably required by a retiring Interim PIK Security Agent to
ensure that an Interim Security Document provides for effective and perfected Security
Interests in favour of any successor Interim PIK Security Agent.

(f) The Agent's resignation notice shall only take effect upon (i) the appointment of a successor
and (ii) the transfer of all of the Interim Security to that successor.

(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any
further obligation in respect of the Interim Finance Documents but shall remain entitled to
the benefit of this Clause 17 (and any agency fees for the account of the retiring Agent shall
cease to accrue from (and shall be payable on) that date). Any successor and each of the
other Parties shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.

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18. PRO RATA PAYMENTS

18.1 Recoveries

Subject to Clause 18.3 (Exceptions to sharing), if any amount owing by any Obligor under any
Interim Finance Document to an Interim PIK Lender (the "Recovering Interim PIK Lender") is
discharged by payment, set-off or any other manner other than through the Interim PIK Facility
Agent in accordance with Clause 12 (Payments) (the amount so discharged being a "Recovery"),
then:

(a) within three (3) Business Days of receipt of the Recovery, the Recovering Interim PIK
Lender shall notify details of such Recovery to the Interim PIK Facility Agent;

(b) the Interim PIK Facility Agent shall determine whether the amount of the Recovery is in
excess of the amount which such Recovering Interim PIK Lender should have received had
such amount been paid to the Interim PIK Facility Agent under Clause 12 (Payments)
without taking account of any Tax which would have been imposed on the Interim PIK
Facility Agent in relation to the Recovery (any such excess amount being the "Excess
Recovery");

(c) within three (3) Business Days of demand, the Recovering Interim PIK Lender shall pay to
the Interim PIK Facility Agent an amount equal to the Excess Recovery;

(d) the Interim PIK Facility Agent shall treat that payment as if it was a payment made by the
relevant Obligor to the Interim PIK Lenders under Clause 12 (Payments) and distribute it
to the Interim PIK Lenders (other than the Recovering Interim PIK Lender) accordingly;
and

(e) on a distribution by the Interim PIK Facility Agent under paragraph (d) above of any
payment received by a Recovering Interim PIK Lender from an Obligor as between the
relevant Obligor and the Recovering Interim PIK Lender, the amount of the Excess
Recovery shall be treated as not having been paid and (without double counting) that
Obligor will owe the Recovering Interim PIK Lender a debt (immediately due and payable)
in an amount equal to the Excess Recovery.

18.2 Notification of Recovery

If any Recovery has to be wholly or partly refunded by the Recovering Interim PIK Lender after it
has paid any amount to the Interim PIK Facility Agent under paragraph (c) of Clause 18.1
(Recoveries), each Interim PIK Lender to which any part of the Excess Recovery (or amount in
respect of it) was distributed will, on request from the Recovering Interim PIK Lender, pay to the
Recovering Interim PIK Lender that Interim PIK Lender's pro rata share of the amount (including
any related interest) which has to be refunded by the Recovering Interim PIK Lender.

18.3 Exceptions to sharing

Notwithstanding Clause 18.1 (Recoveries), no Recovering Interim PIK Lender will be obliged to
pay any amount to the Interim PIK Facility Agent or any other Interim PIK Lender in respect of any
Recovery:

(a) if it would not (after that payment) have a valid claim against an Obligor under paragraph
(e) of Clause 18.1 (Recoveries) in an amount equal to the Excess Recovery; or

(b) which it receives as a result of legal proceedings taken by it to recover any amounts owing
to it under the Interim Finance Documents, which proceedings have been notified to the
other Interim Finance Parties and where the Interim PIK Lender concerned had a right and
opportunity to, but does not, either join in those proceedings or promptly after receiving

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 notice commence and diligently pursue separate proceedings to enforce its rights in the
same or another court.

18.4 No security

The provisions of this Clause 18 shall not constitute a charge by any Interim PIK Lender over all or
any part of any amount received or recovered by it under any of the circumstances mentioned in this
Clause 18.

19. SET-OFF

If a Major Event of Default has occurred and is continuing, an Interim Finance Party may set off
any matured obligation (to the extent beneficially owned by the Interim Finance Party) due and
payable by an Obligor to it under an Interim Finance Document against any matured obligation due
and payable by it to that Obligor, regardless of currency, place of payment or booking branch of
either obligation. The relevant Interim Finance Party may convert either obligation at a market rate
of exchange in its ordinary course of business in order to effect such set-off.

20. NOTICES

20.1 Mode of service

(a) Any notice, demand, consent or other communication (a "Notice") made under or in
connection with any Interim Finance Document must be in writing and made by letter,
email or any other electronic communication approved by the Interim PIK Facility Agent
or otherwise permitted pursuant to the terms of this Agreement.

(b) An electronic communication will be treated as being in writing for the purposes of this
Agreement.

(c) The address and email address of each Party (and person for whose attention the Notice is
to be sent) for the purposes of Notices given under or in connection with the Interim Finance
Documents are:

(i) in the case of any person which is a Party on the date of this Agreement, the address
and email address set out beneath its name in the signature pages to this
Agreement;

(ii) in the case of any other Interim Finance Party, the address and email address
notified in writing by that Interim Finance Party for this purpose to the Interim PIK
Facility Agent on or before the date it becomes a Party; or

(iii) any other address and/or email address notified in writing by that Party for this
purpose to the Interim PIK Facility Agent (or in the case of the Interim PIK Facility
Agent, notified by the Interim PIK Facility Agent to the other Parties) by not less
than five (5) Business Days' notice.

(d) Any Notice given to an Agent will be effective only:

(i) if it is marked for the attention of the department or officer specified by that Agent
for receipt of Notices; and

(ii) subject to paragraph (b) of Clause 20.2 (Deemed service) below, when actually
received by that Agent.

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20.2 Deemed service

(a) Subject to paragraph (b) below, a Notice will be deemed to be given as follows:

(i) if by letter or delivered personally, when delivered;

(ii) if by email or any other electronic communication, when received in legible form;
and

(iii) if by posting to an electronic website, at the time of notification to the relevant

recipient of such posting or (if later) the time when the recipient was given access
to such website.

(b) A Notice given in accordance with paragraph (a) above but received on a day that is not a
Business Day or after business hours in the place of receipt will only be deemed to be given
on the next working day in that place.

20.3 Electronic communication

(a) Any communication to be made between the Interim PIK Facility Agent and an Interim
PIK Lender under or in connection with the Interim Finance Documents may be made by
unencrypted electronic mail or other electronic means, if the Interim PIK Facility Agent
and the relevant Interim PIK Lender:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form
of communication;

(ii) notify each other in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of information by that
means; and

(iii) notify each other of any change to their address or any other such information
supplied by them.

(b) Any electronic communication made between the Interim PIK Facility Agent and an
Interim PIK Lender will be effective only when actually received in readable form and in
the case of any electronic communication made by an Interim PIK Lender to the Interim
PIK Facility Agent only if it is addressed in such a manner as the Interim PIK Facility
Agent shall specify for this purpose.

20.4 Language

(a) Any Notice must be in English.

(b) All other documents provided under or in connection with any Interim Finance Document
must be:

(i) in English; or

(ii) if not in English, accompanied by a certified English translation, in which case, the
English translation will prevail unless the document is a constitutional, statutory
or other official document.

20.5 Personal liability

No personal liability shall attach to any director, manager, officer, employee or other individual
signing a certificate or other document on behalf of a Group Company which proves to be incorrect

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 in any way, unless that individual acted fraudulently in giving that certificate or other document, in
which case, any liability will be determined in accordance with applicable law.

21. CONFIDENTIALITY

(a) Each Interim Finance Party will keep the Interim Finance Documents and any information
supplied to it by or on behalf of any Group Company under the Interim Finance Documents
confidential, provided that it may disclose any such document or information to any
person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer)
all or any of its rights and/or obligations under one or more Interim Finance
Documents and to any of that person's Affiliates, Related Funds, representatives
and professional advisers on a confidential basis (provided that such person has
first entered into a Confidentiality Undertaking agreeing to keep such Interim
Finance Document or other document or information confidential or are in any
event subject to confidentiality obligations as a matter of law or professional
practice);

(ii) with (or through) whom it enters into (or may potentially enter into), whether
directly or indirectly, any sub-participation in relation to, or any other transaction
under which payments are to be made or may be made by reference to, one or more
Interim Finance Documents and/or one or more Obligors and to any of that
person's Affiliates, Related Funds, representatives and professional advisers on a
confidential basis (provided that such person has first entered into a
Confidentiality Undertaking agreeing to keep such Interim Finance Document or
other document or information confidential or are in any event subject to
confidentiality obligations as a matter of law or professional practice);

(iii) which is publicly available (other than by virtue of a breach of this Clause 21);

(iv) if and to the extent required by law or regulation or court of competent jurisdiction
or at the request of an administrative authority or if required by the rules of any
relevant stock exchange (including any Applicable Securities Laws, Relevant
Regulator or any other tax or bank supervisory authority);

(v) to its officers, directors, employees, professional advisers, auditors, partners and
representatives in connection with the transactions contemplated hereby, on an as
needed and confidential basis;

(vi) to any direct or indirect Holding Company of any Obligor or Topco, any Party or
any Group Company;

(vii) to the extent reasonably necessary in connection with any legal or arbitration
proceedings to which it is a party;

(viii) for the purpose of obtaining any consent, making any filing, registration or
notarisation or paying any stamp or registration tax or fee in connection with any
of the Interim Finance Documents;

(ix) with the agreement of the Obligors' Agent; and/or

(x) to any Affiliate (and any of its or their officers, directors, employees, professional
advisers, auditors, partners and representatives) in connection with the transactions
contemplated hereby, on an as needed and confidential basis.

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 (b) This Clause 21 replaces any previous confidentiality undertaking given by any Interim
Finance Party in connection with this Agreement prior to it becoming a Party.

(c) For reasons of technical practicality, electronic communication may be sent in unencrypted
form, even if the content may be subject to confidentiality and banking secrecy.

22. KNOW YOUR CUSTOMER REQUIREMENTS

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or

application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of the Obligors or the composition of the shareholders of
the Obligors after the date of this Agreement; or

(iii) a proposed assignment or transfer by an Interim PIK Lender of any of its rights
and/or obligations under this Agreement to a party that is not an Interim PIK
Lender prior to such assignment or transfer,

obliges the Interim PIK Facility Agent or any Interim PIK Lender (or, in the case of
paragraph (a)(i) of Clause 21 (Confidentiality) above, any prospective New Interim PIK
Lender) to comply with "know your customer" or similar identification procedures in
circumstances where the necessary information is not already available to it, the Obligors
must promptly on the request of any Interim Finance Party supply to that Interim Finance
Party any documentation or other evidence which is reasonably requested by that Interim
Finance Party (whether for itself, on behalf of any Interim Finance Party or any prospective
New Interim PIK Lender) to enable an Interim Finance Party or prospective New Interim
PIK Lender to complete all applicable know your customer requirements.

(b) The Original Borrower shall, by not less than three (3) Business Days' written notice to the
Interim PIK Facility Agent, notify the Interim PIK Facility Agent (which shall promptly
notify the Interim PIK Lenders) of its intention to request that one of its Subsidiaries
becomes an Additional Borrower pursuant to Clause 24.10 (Additional Borrowers) (as
applicable).

(c) Following the giving of any notice pursuant to paragraph (b) above, if the accession of such
Additional Borrower obliges the Interim PIK Facility Agent or any Interim PIK Lender to
comply with "know your customer" or similar identification procedures in respect of that
Additional Borrower in circumstances where the necessary information is not already
available to it, the Original Borrower shall promptly upon the request of the Interim PIK
Facility Agent or any Interim PIK Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Interim PIK Facility
Agent (for itself or on behalf of any Interim PIK Lender (for itself or on behalf of any
prospective New Interim PIK Lender) provided it has entered into a Confidentiality
Undertaking as required by Clause 21 (Confidentiality)) in order for the Interim PIK
Facility Agent, any Interim PIK Lender or any prospective New Interim PIK Lender to
carry out and be satisfied with the results of all necessary "know your customer" or other
similar checks that it is required to carry out under all applicable laws and regulations
pursuant to the accession of such Subsidiary to this Agreement as an Additional Borrower.

23. REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

23.1 Representations

Each Obligor and Topco acknowledges that each Interim Finance Party is relying on the
representations and warranties made by it.

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 Major Representations

(a) Each Obligor and Topco makes the representations and warranties stated in Part I (Major
Representations) of Schedule 4 (Major Representations, Undertakings and Events of
Default) in respect of itself only to each Interim Finance Party on the date of this
Agreement, the date of each Drawdown Request and the first day of each Interest Period,
in each case by reference to the facts and circumstances existing at the relevant time.

Additional Borrowers

(b) Each Additional Borrower makes the Accession Representations with respect to itself only
on the day it becomes (or it is proposed that it becomes) an Additional Borrower.

23.2 Undertakings

Major Undertakings

(a) Each Obligor agrees to be bound by the Major Undertakings relating to it set out in Part II
(Major Undertakings) of Schedule 4 (Major Representations, Undertakings and Events of
Default) only.

(b) Topco agrees to be bound by the Major Undertaking set out in sub-paragraph (a) of
paragraph 4 (Disposals) of Part II (Major Undertakings) of Schedule 4 (Major
Representations, Undertakings and Events of Default).

Anti-Corruption and Sanctions

(c) Each Obligor and Topco shall conduct their businesses in compliance with applicable Anti-
Corruption Laws and applicable Sanctions.

(d) Each Obligor and Topco will procure that, so far as it is able, any director, officer, agent,
employee or person acting on behalf of the Obligor and Topco, is not a Sanctioned Person
and does not act on behalf of a Sanctioned Person.

(e) Each Obligor and Topco shall:

(i) not wilfully and directly or, to the best of its knowledge, indirectly use any revenue
or benefit derived from any activity or dealing with a Sanctioned Person in
discharging any obligation due or owing to the Interim PIK Lenders; and

(ii) to the extent permitted by law as soon as reasonably practicable after becoming
aware of them supply to the Interim PIK Facility Agent reasonable details of any
claim, action or suit that is formally commenced against it with respect to
applicable Sanctions by any Sanctions Authority.

(f) Each Obligor and Topco shall not directly or, to the best of its knowledge, indirectly use or
permit or authorise any other person to make payments from all or any part of the proceeds
of the Interim PIK Facility for the purpose of lending, contributing or otherwise making
available such proceeds:

(i) to, or for the benefit of, any Sanctioned Person;

(ii) to any Sanctioned Country in breach of applicable Sanctions; or

(iii) in any other manner that would cause an Obligor or Topco to breach any applicable
Sanctions; or

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 (iv) to any person in violation of any applicable Anti-Corruption Laws.

(g) This Clause 23.2 shall not be interpreted or applied in relation to it, any Holding Company,
any other Obligor, any Group Company or any Interim Finance Party to the extent that the
obligations under this Clause would violate or expose such entity or any directors, officer
or employee thereof to any liability under any anti-boycott or blocking law, regulation or
statute that is in force from time to time in the European Union (and/or any of its member
states) or the United Kingdom that are applicable to such entity (including EU Regulation
(EC) 2271/96).

Offer / Scheme undertakings

(h) The Company shall procure that Bidco shall:

(i) ensure that the Offer Document, or if applicable, the Scheme Document, are
substantially consistent in all material respects with the terms of the relevant
Announcement together with any amendments or other changes which would be
permitted under this Clause; and

(ii) promptly following any reasonable written request from the Interim PIK Facility
Agent after the date of the first public Announcement:

(A) provide to the Interim PIK Facility Agent a copy of the Scheme Document
or (as the case may be) the Offer Document dispatched (to the extent such
document has been dispatched) to the shareholders of the Target by or on
behalf of Bidco; and

(B) keep the Interim PIK Facility Agent informed as to any material
developments in relation to the Acquisition and give the Interim PIK
Facility Agent reasonable details as to the current level of acceptances for
any Offer except to the extent, in each case, Bidco is prevented from doing
so by any Applicable Securities Laws or any Relevant Regulator and at all
times subject to the availability of the relevant information and all
applicable confidentiality, regulatory, legal or other restrictions relating to
the supply of such information; and

provided that notwithstanding any of the above provisions, in the event that:

(1) Bidco has issued a Scheme Document, nothing in this Agreement

shall prevent Bidco from subsequently proceeding with an Offer,
provided that except as permitted by paragraph 8 (Offer / Scheme
Undertakings) of Part II of Schedule 4 (Major Representations,
Undertakings and Events of Default), the terms and conditions
contained in the relevant Offer Document include an Acceptance
Condition of no lower than the Minimum Acceptance Condition;
and

(2) Bidco has issued an Offer Document, nothing in this Agreement

shall prevent Bidco from subsequently proceeding with a
Scheme.

Squeeze Out

(i) If the Acquisition is being effected by way of an Offer, where becoming entitled to do so,
the Company shall procure that Bidco shall use reasonable efforts to promptly (and in any
event within the maximum time period prescribed by such actions) complete a Squeeze-
Out.

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24. CHANGES TO PARTIES

24.1 No transfers by the Obligors

The Obligors may not assign, novate or transfer all or any part of their rights and obligations under
any Interim Finance Documents.

24.2 Transfers by Interim PIK Lenders

(a) Subject to paragraphs (b) and (c) below, an Interim PIK Lender (an "Existing Interim PIK
Lender") may assign any of its rights or benefits, or transfer by novation or sub-participate
any of its rights or benefits and obligations under or by reference to any Interim Finance
Document to another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or investing in
loans, securities or other financial assets (a "New Interim PIK Lender").

(b) Subject to paragraph (c) below, any assignment, transfer, sub-participation or other
syndication of any rights, benefits and/or obligations under or by reference to the Interim
Finance Documents by an Interim PIK Lender shall require the prior written consent of the
Obligors' Agent (in its sole and absolute discretion) unless such assignment, transfer, sub-
participation or other syndication is made to an Affiliate with at least equivalent credit
worthiness provided that if such assignment, transfer, sub-participation or other
syndication occurs on or prior to the end of the Certain Funds Period (the "Pre-Closing
Transferred Commitments") the Existing Interim PIK Lender shall:

(i) fund the Pre-Closing Transferred Commitments in respect of any applicable

Interim PIK Loan by 9:30 a.m. on the applicable Drawdown Date if that New
Interim PIK Lender has failed to so fund (or has confirmed that it will not be able
to fund) on the applicable Drawdown Date in respect of the relevant Interim PIK
Facility or Interim PIK Facility; and

(ii) retain exclusive control over all rights and obligations with respect to the Pre-
Closing Transferred Commitments, including all rights with respect to waivers,
consents, modifications, amendments and confirmations as to satisfaction of the
requirement to receive all of the documents and other evidence listed in Part II
(Conditions Precedent to Interim Closing Date) of Schedule 3 (Conditions
Precedent) until after the expiry of the Certain Funds Period (for the avoidance of
doubt, free of any agreement or understanding pursuant to which it is required to
or will consult with any other person in relation to the exercise of any such rights
and/or obligations).

(c) An Interim PIK Lender may only sub-participate or enter into other back-to-back
arrangements with the prior written consent of the Obligors' Agent (in its sole and absolute
discretion) or if:

(i) such sub-participation or other arrangement shall not reduce the Interim PIK
Facility Commitments or other obligations of any Interim Finance Party with
respect to any of the Interim PIK Facility and each Interim Finance Party shall
remain liable to fund the full amount of its commitments under the Interim PIK
Facility;

(ii) such sub-participation or other arrangement is entered into with a person to whom
the Interim Finance Party will be permitted to transfer commitments under all the
Long-term Financing Agreements, including in accordance with the white list as
agreed by the Obligors' Agent and as contemplated in the PIK Commitment
Documents; and

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 (iii) each Interim Finance Party retains exclusive control over all rights and obligations
in relation to its Interim PIK Facility Commitments and the Interim PIK Facility,
including all rights in relation to waivers, consents, modifications, amendments
and confirmations as to satisfaction of the requirement to receive all of the
documents and other evidence listed in Part II (Conditions Precedent to Interim
Closing Date) of Schedule 3 (Conditions Precedent) until after the expiry of the
Certain Funds Period (for the avoidance of doubt, free of any agreement or
understanding pursuant to which it is required to or will consult with any other
person in relation to the exercise of any such rights and/or obligations).

(d) The Obligors' Agent may require the Interim Finance Parties to provide information in
reasonable detail regarding the identities and participations of each of the Interim PIK
Lenders and any sub-participants as soon as reasonably practicable after receipt of such
request, provided that an Interim PIK Lender shall not be required to disclose the identity
of a sub-participant if that Interim PIK Lender retains exclusive control over all rights and
obligations in relation to the commitments that are the subject of the relevant sub-
participation, including all voting rights (for the avoidance of doubt, free of any agreement
or understanding pursuant to which it is required to or will consult with any other person
in relation to the exercise of any such rights and/or obligations).

(e) Each New Interim PIK Lender, by executing the relevant Transfer Certificate or
Assignment Agreement, confirms, for the avoidance of doubt, that the Interim PIK Facility
Agent has authority to execute on its behalf any consent, release, waiver or amendment that
has been approved by the applicable Existing Interim PIK Lender in accordance with this
Agreement on or prior to the date on which the transfer or assignment becomes effective in
accordance with this Agreement and that it is bound by that agreement or consent to the
same extent as the Existing Interim PIK Lender would have been had it remained an Interim
PIK Lender.

(f) Notwithstanding any other provision of this Agreement, no Obligor or other Group
Company shall be liable to any other Party (by way of reimbursement, indemnity or
otherwise) for any stamp, transfer or registration taxes, notarial and security registration or
perfection fees, costs or other amounts payable by any Party in connection with any re-
taking, re-notarisation, perfection, presentation, novation, re-registration of any Interim
Security or otherwise in connection with any assignment, transfer, sub-participation or
other back-to-back arrangement (except where such assignment, transfer, sub-participation
or other back-to-back arrangement is at the request of an Obligor or, in respect of costs and
liabilities which an Interim Finance Party (directly or indirectly) suffers in relation to any
stamp duty, stamp duty reserve tax, transfer tax, registration or other similar Tax payable
in respect of any Interim Finance Document, as a result of any action taken pursuant to
Clause 11.2 (Mitigation) or Part III (Replacement of an Interim PIK Lender / Increase) of
Schedule 5 (Impairment and Replacement of Interim Finance Parties)).

(g) Notwithstanding any other provision in this Clause 24, if prior to the end of the Certain
Funds Period, an Existing Interim PIK Lender transfers or assigns any of its rights and
obligations under any Interim Finance Document in accordance with this Clause 24 (unless
the Company (in its sole and absolute discretion) expressly agrees otherwise in writing), it
shall remain on risk and liable to fund any amount which any New Interim PIK Lender (or
subsequent New Interim PIK Lender), following such transfer of rights and obligations in
accordance with this Clause 24, is obliged to fund on the Interim Closing Date, but has
failed to fund on that date, as if such transfer never occurred.

(h) Any reference in this Agreement to an Interim PIK Lender includes a New Interim PIK
Lender but excludes an Interim PIK Lender if no amount is or may become owed to it under
this Agreement.

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 (i) Unless the Interim PIK Facility Agent agrees otherwise and excluding an assignment or
transfer:

(i) to an Affiliate of an Interim PIK Lender; or

(ii) to a Related Fund,

the New Interim PIK Lender shall, on or before the date upon which an assignment or
transfer to it takes effect pursuant to this Clause 24, pay to the Interim PIK Facility Agent
(for its own account) a fee of $3,500.

24.3 Preservation of security

In the event of a transfer, assignment, novation or amendment of the rights and/or the obligations
under this Agreement and any other Interim Finance Documents, all security interests and privileges
created under or in connection with the Interim Finance Documents shall automatically and without
any formality be preserved for the benefit of the Interim PIK Security Agent, the New Interim PIK
Lender and the other Interim Finance Parties for the purpose of the provisions of article 1278 of the
Luxembourg Civil Code or any other purposes.

24.4 Limitation of responsibility of Existing Interim PIK Lenders

(a) Unless expressly agreed to the contrary, an Existing Interim PIK Lender makes no
representation or warranty and assumes no responsibility to a New Interim PIK Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction

Documents, the Interim Security or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Group Company of its obligations under
the Transaction Documents or any other documents; or

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

and any representations or warranties implied by law are excluded.

(b) Each New Interim PIK Lender confirms to the Existing Interim PIK Lender and the other
Interim Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and
assessment of the financial condition and affairs of each Obligor and its Related
Funds in connection with its participation in this Agreement and has not relied
exclusively on any information provided to it by the Existing Interim PIK Lender
or any other Interim Finance Party in connection with any Transaction Document
or the Interim Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each
Obligor and its Related Funds whilst any amount is or may be outstanding under
the Interim Finance Documents or any Interim PIK Facility Commitment is in
force.

(c) Subject to paragraph (b) of clause 24.2, nothing in any Interim Finance Document obliges
an Existing Interim PIK Lender to:

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 (i) accept a re-transfer or re-assignment from a New Interim PIK Lender of any of the
rights and obligations assigned or transferred under this Clause 24; or

(ii) support any losses directly or indirectly incurred by the New Interim PIK Lender
by reason of the non-performance by any Obligor of its obligations under the
Transaction Documents or otherwise.

24.5 Procedure for transfer

(a) Subject to the conditions set out in paragraph (b) of Clause 24.2 (Transfers by Interim PIK
Lenders), a transfer is effected in accordance with paragraph (c) below when the Interim
PIK Facility Agent executes an otherwise duly completed Transfer Certificate delivered to
it by the Existing Interim PIK Lender and the New Interim PIK Lender. The Interim PIK
Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after
receipt by it of a duly completed Transfer Certificate appearing on its face to comply with
the terms of this Agreement and delivered in accordance with the terms of this Agreement,
execute that Transfer Certificate.

(b) The Interim PIK Facility Agent shall only be obliged to execute a Transfer Certificate
delivered to it by the Existing Interim PIK Lender and the New Interim PIK Lender once it
is satisfied it has complied with all necessary "know your customer" or similar checks under
all applicable laws and regulations in relation to the transfer to such New Interim PIK
Lender.

(c) On the Transfer Date:

(i) subject to paragraph (b) of clause 24.2, to the extent that in the Transfer Certificate
the Existing Interim PIK Lender seeks to transfer by novation its rights and
obligations under the Interim Finance Documents and in respect of the Interim
Security each of the Obligors and the Existing Interim PIK Lender shall be released
from further obligations towards one another under the Interim Finance
Documents and in respect of the Interim Security and their respective rights against
one another under the Interim Finance Documents and in respect of the Interim
Security shall be cancelled (being the "Discharged Rights and Obligations");

(ii) each of the Obligors and the New Interim PIK Lender shall assume obligations
towards one another and/or acquire rights against one another which differ from
the Discharged Rights and Obligations only insofar as that Obligor or other Group
Company and the New Interim PIK Lender have assumed and/or acquired the same
in place of that Obligor and the Existing Interim PIK Lender;

(iii) the Interim PIK Facility Agent, the Arrangers, the Interim PIK Security Agent, the
New Interim PIK Lender and the other Interim PIK Lenders shall acquire the same
rights and assume the same obligations between themselves and in respect of the
Interim Security as they would have acquired and assumed had the New Interim
PIK Lender been an Original Interim PIK Lender with the rights and/or obligations
acquired or assumed by it as a result of the transfer and to that extent the Interim
PIK Facility Agent, the Arrangers, the Interim PIK Security Agent and, subject to
paragraph (b) of clause 24.2, the Existing Interim PIK Lender shall each be
released from further obligations to each other under the Interim Finance
Documents; and

(iv) the New Interim PIK Lender shall become a Party as an "Interim PIK Lender".

(d) If any assignment, transfer, sub-participation or other syndication of any rights, benefits
and/or obligations under or by reference to the Interim Finance Documents in accordance
with Clause 24.2 (Transfers by Interim PIK Lenders) is executed in breach of the provisions

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 contemplated in this Clause 24, such assignment, transfer or sub-participation, shall be void
and deemed not to have occurred.

24.6 Procedure for assignment

(a) Subject to the condition set out in paragraph (b) of Clause 24.2 (Transfers by Interim PIK
Lenders), an assignment may be effected in accordance with paragraph (c) below when the
Interim PIK Facility Agent executes an otherwise duly completed Assignment Agreement
delivered to it by the Existing Interim PIK Lender and the New Interim PIK Lender. The
Interim PIK Facility Agent shall, subject to paragraph (b) below, as soon as reasonably
practicable after receipt by it of a duly completed Assignment Agreement appearing on its
face to comply with the terms of this Agreement and delivered in accordance with the terms
of this Agreement, execute that Assignment Agreement.

(b) The Interim PIK Facility Agent shall only be obliged to execute an Assignment Agreement
delivered to it by the Existing Interim PIK Lender and the New Interim PIK Lender once it
is satisfied it has complied with all necessary "know your customer" or similar checks under
all applicable laws and regulations in relation to the assignment to such New Interim PIK
Lender.

(c) On the Transfer Date:

(i) the Existing Interim PIK Lender will assign absolutely to the New Interim PIK
Lender its rights under the Interim Finance Documents and in respect of the
Interim Security expressed to be the subject of the assignment in the Assignment
Agreement;

(ii) subject to paragraph (b) of clause 24.2, the Existing Interim PIK Lender will be
released from the obligations (the "Relevant Obligations") expressed to be the
subject of the release in the Assignment Agreement (and any corresponding
obligations by which it is bound in respect of the Interim Security);

(iii) the New Interim PIK Lender shall become a Party as an "Interim PIK Lender" and
will be bound by obligations equivalent to the Relevant Obligations; and

(iv) if the assignment relates only to part of the Existing Interim PIK Lender's share in
the outstanding Interim PIK Loans, the assigned part will be separated from the
Existing Interim PIK Lender's share in the outstanding Interim PIK Loans, made
an independent debt and assigned to the New Interim PIK Lender as a whole debt.

24.7 Register

(a) The Interim PIK Facility Agent, acting for this purpose as the agent of the Obligors, shall
maintain at its address:

(i) each Transfer Certificate referred to in Clause 24.5 (Procedure for transfer) and
each Assignment Agreement referred to in Clause 24.6 (Procedure for assignment)
and each Increase Confirmation delivered to and accepted by it; and

(ii) with respect to each Interim PIK Loan, a register for the recording of the names
and addresses of the Interim PIK Lenders and the Interim PIK Facility
Commitment of, and principal amount owing to, each Interim PIK Lender from
time to time (the "Register") under such Interim PIK Loan, which may be kept in
electronic form.

(b) The entries in the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Obligors, the Interim PIK Facility Agent and the Interim PIK Lenders shall

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 treat each person whose name is recorded in the Register as an Interim PIK Lender
hereunder for all purposes of this Agreement. The Interim PIK Facility Agent shall provide
each Obligor with a copy of the Register within five (5) Business Days of request.

(c) Each Party irrevocably authorises the Interim PIK Facility Agent to make the relevant entry
in the Register (and which the Interim PIK Facility Agent shall do promptly) on its behalf
for the purposes of this Clause 24.7 without any further consent of, or consultation with,
such Party.

(d) The Interim PIK Facility Agent shall, upon request by an Existing Interim PIK Lender (as
defined in paragraph (a) of Clause 24.2 (Transfers by Interim PIK Lenders)) or a New
Interim PIK Lender, confirm to that Existing Interim PIK Lender or New Interim PIK
Lender whether a transfer or assignment from that Existing Interim PIK Lender or (as the
case may be) to that New Interim PIK Lender has been recorded on the Register (including
details of the Interim PIK Facility Commitment of that Existing Interim PIK Lender or New
Interim PIK Lender in each such Interim PIK Loan).

24.8 Copy of Transfer Certificate or Assignment Agreement to Obligors' Agent

The Interim PIK Facility Agent shall, as soon as reasonably practicable after it has executed a
Transfer Certificate or an Assignment Agreement, send a copy of that Transfer Certificate or
Assignment Agreement to the Obligors' Agent.

24.9 Increased costs

If:

(a) an Interim PIK Lender assigns, transfers, sub-participates or otherwise disposes of any of
its rights or obligations under the Interim Finance Documents or changes its Facility Office
or lending office or branch; and

(b) as a result of circumstances existing at the date the assignment, transfer, sub-participation
or other change occurs, an Obligor would be obliged to make a payment or increased
payment to the New Interim PIK Lender or Interim PIK Lender acting through its new
office, branch or Facility Office under Clauses 10.1 (Gross-up), 10.3 (Tax indemnity) or
11.1 (Increased Costs),

then the New Interim PIK Lender, Interim PIK Lender or Interim PIK Lender acting through its
new office, branch or Facility Office (as appropriate) is not entitled to receive a payment under
Clause 10.1 (Gross-up), 10.3 (Tax indemnity) or 11.1 (Increased Costs) to the extent such payment
would be greater than the payment that would have been made to the Existing Interim PIK Lender
or Interim PIK Lender acting through its previous office, branch or Facility Office had the
assignment, transfer, sub-participation or other change not occurred.

24.10 Additional Borrowers

(a) Subject to compliance with paragraphs (b) and (c) of Clause 22 (Know Your Customer
Requirements), the Original Borrower may request that any of its Subsidiaries (including
following the Interim Closing Date, the Target or any of its Subsidiaries) becomes an
Additional Borrower under an Interim PIK Facility. That Subsidiary shall become a
Borrower under an Interim PIK Facility (as the case may be) if:

(i) it is:

(A) incorporated in Luxembourg; or

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 (B) otherwise approved by all of the Interim PIK Lenders (each acting
reasonably) with a commitment under the applicable Interim PIK Facility
in respect of which it will become a Borrower;

(ii) the Original Borrower or the relevant Subsidiary deliver to the Interim PIK Facility
Agent a duly completed and executed Accession Deed; and

(iii) the Interim PIK Facility Agent has received or waived the requirement to receive
all of the documents and other evidence set out in Part III (Conditions Precedent
to be delivered by an Additional Borrower) of Schedule 3 (Conditions Precedent))
in relation to that Additional Borrower, where required, in form and substance
satisfactory to the Interim PIK Facility Agent (acting reasonably or, as applicable,
acting on the instructions of the Majority Interim Lenders each acting reasonably).

(b) The Interim PIK Facility Agent shall notify the Original Borrower and the Interim PIK
Lenders promptly upon being satisfied that it has received (where required, in form and
substance satisfactory) to it (acting on the instructions of the Majority Interim Lenders each
acting reasonably) all of the documents and other evidence set out in Part III (Conditions
Precedent to be delivered by an Additional Borrower) of Schedule 3 (Conditions
Precedent)) in relation to that Additional Borrower.

(c) Upon the Interim PIK Facility Agent's confirmation to the Original Borrower that it has
received all documents referred to in paragraph (a)(iii) above in respect of an Additional
Borrower, such Additional Borrower, the Obligors and the Interim Finance Parties shall
each assume such obligations towards one another and/or acquire such rights against each
other party as they would have assumed or acquired had such Additional Borrower been an
original Party and such Additional Borrower shall become a Party and thereto as a
Borrower.

25. IMPAIRMENT AND REPLACEMENT OF INTERIM FINANCE PARTIES

The provisions of Schedule 5 (Impairment and Replacement of Interim Finance Parties) are
incorporated into this Clause 25 by reference.

26. CONDUCT OF BUSINESS BY THE INTERIM FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Interim Finance Party to arrange its affairs (tax or otherwise)
in whatever manner it thinks fit;

(b) oblige any Interim Finance Party to investigate or claim any credit, relief, remission or
repayment available to it or to the extent, order and manner of any claim; or

(c) except as contemplated by Clauses 10.8 (FATCA information) and 10.9 (FATCA
Deduction), oblige any Interim Finance Party to disclose any information relating to its
affairs (tax or otherwise) or any computations in respect of Tax.

27. AMENDMENTS AND WAIVERS

27.1 Required consents

(a) Subject to Clause 27.2 (Exceptions), any term of the Interim Finance Documents may be
amended or waived only with the consent of the Majority Interim Lenders and the Obligors'
Agent and any such amendment or waiver will be binding on all Parties.

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 (b) The Interim PIK Facility Agent may effect, on behalf of any Interim Finance Party, any
amendment or waiver permitted by this Clause 26.

27.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of Majority Interim Lenders or Super Majority Interim Lenders;

(ii) Clause 5 (Nature of an Interim Finance Party's Rights and Obligations), Clause
18 (Pro Rata Payments) or Clause 24 (Changes to Parties);

(iii) any change to the Obligors;

(iv) the order of priority or subordination under Clause 15 (Subordination);

(v) the nature or scope of:

(A) the Interim Security; or

(B) the manner in which the proceeds of enforcement of the Interim Security
are distributed;

(vi) the release of any Interim Security, in each case unless permitted under this
Agreement or any other Interim Finance Document;

(vii) any provision which expressly requires the consent of all of the Interim PIK
Lenders;

(viii) this Clause 27; or

(ix) paragraph 8 (Change of control) of Part III (Major Events of Default) of Schedule
4 (Major Representations, Undertakings and Events of Default),

shall not be made without the prior consent of all the Interim PIK Lenders.

(b) An amendment or waiver that has the effect of changing or relates to:

(i) an extension to the availability periods referred to herein or the date of payment of
any amount under any Interim Finance Document;

(ii) a reduction in the Margin or the amount of any payment to be made under any
Interim Finance Document;

(iii) an increase in or an extension of any Interim PIK Facility Commitment; or

(iv) a change in currency of payment of any amount under the Interim Finance
Documents,

shall only require the consent of each Interim PIK Lender that is participating in that
extension, reduction, increase or change.

(c) An amendment or waiver which relates to the rights or obligations of the Interim PIK
Facility Agent, the Arrangers or the Interim PIK Security Agent may not be effected
without the consent of the Interim PIK Facility Agent, the Arrangers or the Interim PIK
Security Agent, as applicable.

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 (d) Without prejudice to the Interim PIK Facility Agent's right to seek instruction from the
Interim PIK Lenders from time to time, this Agreement and any other Interim Finance
Document may be amended solely with the consent of the Interim PIK Facility Agent and
the Obligors' Agent without the need to obtain the consent of any other Interim PIK Lender
if such amendment is effected in order:

(i) to correct or cure ambiguities, errors, omissions, defects;

(ii) to effect administrative changes of a technical or immaterial nature; or

(iii) to fix incorrect cross references or similar inaccuracies in this Agreement or the
applicable Interim Finance Document.

27.3 Excluded Commitment

If an Interim PIK Lender does not either accept or reject a request from a Group Company (or the
Interim PIK Facility Agent on behalf of that Group Company) for any consent or agreement in
relation to a release, waiver or amendment of any provisions of the Interim Finance Documents or
other vote of Interim PIK Lenders under the terms of the Interim Finance Documents within ten
(10) Business Days (or any other period of time specified by that Group Company but, if shorter
than ten (10) Business Days, as agreed by the Interim PIK Facility Agent) of the date of such request
being made, then that Interim PIK Lender shall be automatically excluded from participating in that
vote and its participations, Interim PIK Facility Commitments and vote (as the case may be) shall
not be included (or, as applicable, required) with the Total Interim PIK Facility Commitments or
otherwise when ascertaining whether the approval of Majority Interim Lenders, all Interim PIK
Lenders, or any other class of Interim PIK Lenders (as applicable) has been obtained with respect
to that request for a consent or agreement and its status as an Interim PIK Lender shall be disregarded
for the purpose of ascertaining whether the agreement of any specified group of Interim PIK Lenders
has been obtained to approve the request.

27.4 Disenfranchisement of Restricted Finance Parties

Insofar as any amendment, waiver, determination, declaration, decision (including a decision to

accelerate) or direction (each a "Relevant Measure") in respect of the Sanctions Provisions
concerns, is referred to or otherwise relates to any Sanctions, Sanctioned Country and/or Sanctioned
Persons, a Restricted Finance Party may in its absolute discretion (but shall be under no obligation
to) notify in writing to the Interim PIK Facility Agent that it does have, in the given circumstances,
the benefit of the provision in respect of which the Relevant Measure is sought. The Interim PIK
Facility Commitments of each Interim PIK Lender that is a Restricted Finance Party that has not
notified the Interim PIK Facility Agent to that effect under this paragraph and the vote of any other
Restricted Finance Party which would be required to vote in accordance with the provisions of this
Agreement and that has not notified the Interim PIK Facility Agent to that effect under this
paragraph will be excluded for the purpose of determining whether the consent of the requisite
Interim Finance Parties to approve such Relevant Measure has been obtained or whether the
Relevant Measure by the requisite Interim Finance Parties has been made.

28. MISCELLANEOUS

28.1 Partial invalidity

If any provision of the Interim Finance Documents is or becomes illegal, invalid or unenforceable
in any jurisdiction that shall not affect the legality, validity or enforceability in that jurisdiction of
any other term of the Interim Finance Documents or the legality, validity or enforceability in other
jurisdictions of that or any other term of the Interim Finance Documents.

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28.2 Counterparts

This Agreement may be executed in any number of counterparts and all of those counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of a signed counterpart
of this Agreement by email attachment or telecopy shall be an effective mode of delivery.

28.3 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Interim Finance Party, any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any right or remedy prevent any further or other exercise thereof or the exercise of any other right
or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights
or remedies provided by law.

28.4 Complete agreement

The Interim Finance Documents contain the complete agreement between the Parties on the matters
to which they relate and may not be amended except in accordance with their terms.

28.5 No representations by Interim Finance Parties

No Interim Finance Party is liable to any Obligor for any representation or warranty that is not set
out in the Interim Finance Documents, except for one made fraudulently by such Interim Finance
Party.

28.6 Third party rights

(a) Unless expressly provided to the contrary in an Interim Finance Document, a person who
is not a party to an Interim Finance Document may not rely on or enforce any of its terms
under the Contracts (Rights of Third Parties) Act 1999.

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

29. GOVERNING LAW

This Agreement (and any non-contractual obligations arising out of or in relation to this Agreement),
and any dispute or proceeding (whether contractual or non-contractual) arising out of or relating to
this Agreement, shall be governed by English law.

30. JURISDICTION

30.1 Submission to jurisdiction

For the benefit of each Interim Finance Party, Topco and the Obligors each agree that the courts of
England have exclusive jurisdiction to hear, decide and settle any dispute or proceedings arising out
of or relating to this Agreement (including as to existence, validity or termination) and for the
purpose of enforcement or any judgment against its assets, Topco and each Obligor irrevocably
submits to the jurisdiction of the English courts.

30.2 Forum

The Obligors and Topco each:

(a) agree that the courts of England are the most appropriate and convenient courts to settle
any dispute and waive any objection to the courts of England on grounds of inconvenient
forum or otherwise; and

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 (b) agree that a judgment or order of an English court in connection with a dispute is conclusive
and binding on it and may be enforced against it in the courts of any other jurisdiction.

30.3 Specific performance

Each Interim Finance Party acknowledges and agrees that:

(a) each Obligor and Topco may be irreparably harmed by a breach of any term of the Interim
Finance Documents and damages may not be an adequate remedy; and

(b) each Obligor and Topco may be granted an injunction or specific performance for any
threatened or actual breach of any term of the Interim Finance Documents.

30.4 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, each
Obligor (other than an Obligor incorporated in England and Wales) and Topco:

(i) irrevocably appoints Kirkland & Ellis International LLP of 30 St. Mary Axe,
London EC3A 8AF, United Kingdom (Attention: Christopher Shield / Leon Daoud
/ Matthew Merkle / Michael Taufner) as its agent for service of process in relation
to any proceedings before the English courts in connection with any Interim
Finance Document; and

(ii) agrees that failure by an agent for service of process to notify the relevant Obligor
or Topco of the process will not invalidate the proceedings concerned.

(b) If any person appointed as agent for service of process is unable for any reason to act as
agent for service of process, the Obligors' Agent (on behalf of all the Obligors) or Topco
(on its own behalf) must promptly (and in any event within ten (10) Business Days of such
event taking place) appoint another agent on terms acceptable to the Interim PIK Facility
Agent (acting reasonably and in good faith). Failing this, the Interim PIK Facility Agent
may appoint another agent for this purpose.

30.5 Bail-in

(a) Notwithstanding any other term of any Interim Finance Document or any other agreement,
arrangement or understanding between the Parties, each Party acknowledges and accepts
that any liability of any Party to any other Party under or in connection with the Interim
Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority
and acknowledges and accepts to be bound by the effect of:

(i) any Bail-In Action in relation to any such liability, including (without limitation):

(A) a reduction, in full or in part, in the principal amount, or outstanding

amount due (including any accrued but unpaid interest) in respect of any
such liability;

(B) a conversion of all, or part of, any such liability into shares or other
instruments of ownership that may be issued to, or conferred on, it; and

(C) a cancellation of any such liability; and

(ii) a variation of any term of any Interim Finance Document to the extent necessary
to give effect to any Bail-In Action in relation to any such liability.

(b) For the purposes of this Clause 30.5:

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 "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework
for the recovery and resolution of credit institutions and investment firms.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(i) in relation to an EEA Member Country which has implemented, or which at any
time implements, Article 55 BRRD, the relevant implementing law or regulation
as described in the EU Bail-In Legislation Schedule from time to time;

(ii) in relation to any state other than such an EEA Member Country and the United
Kingdom, any analogous law or regulation from time to time which requires
contractual recognition of any Write-down and Conversion Powers contained in
that law or regulation; and

(iii) in relation to the United Kingdom, the UK Bail-in Legislation.

"EEA Member Country" means any Member State, Iceland, Liechtenstein and Norway.

"EU Bail-In Legislation Schedule" means the document described as such and published
by the Loan Market Association (or any successor person) from time to time.

"Resolution Authority" means any body which has authority to exercise any Write-down
and Conversion Powers.

"UK Bail-In Legislation" means Part I of the United Kingdom Banking Act 2009 and any
other law or regulation applicable in the United Kingdom relating to the resolution of
unsound or failing banks, investment firms or other financial institutions or their affiliates
(otherwise than through liquidation, administration or other insolvency proceedings).

"Write-down and Conversion Powers" means:

(i) in relation to any Bail-In Legislation described in the EU Bail-In Legislation

Schedule from time to time, the powers described as such in relation to that Bail-
In Legislation in the EU Bail-In Legislation Schedule;

(ii) in relation to any other applicable Bail-In Legislation other than the UK Bail-In
Legislation:

(A) any powers under that Bail-In Legislation to cancel, transfer or dilute
shares issued by a person that is a bank or investment firm or other
financial institution or affiliate of a bank, investment firm or other
financial institution, to cancel, reduce, modify or change the form of a
liability of such a person or any contract or instrument under which that
liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of
the powers under that Bail-In Legislation that are related to or ancillary to
any of those powers; and

(B) any similar or analogous powers under that Bail-In Legislation; and

(iii) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In
Legislation to cancel, transfer or dilute shares issued by a person that is a bank or
investment firm or other financial institution or affiliate of a bank, investment firm

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 or other financial institution, to cancel, reduce, modify or change the form of a
liability of such a person or any contract or instrument under which that liability
arises, to convert all or part of that liability into shares, securities or obligations of
that person or any other person, to provide that any such contract or instrument is
to have effect as if a right had been exercised under it or to suspend any obligation
in respect of that liability or any of the powers under that UK Bail-In Legislation
that are related to or ancillary to any of those powers.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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 SCHEDULE 1
Definitions and Interpretation

Part I
Definitions

"Acceleration Notice" has the meaning given to that term in paragraph (a)(ii) of Clause 7.1 (Repayment).

"Acceptance Condition" means, in relation to an Offer, a condition such that the Offer may not be declared
unconditional as to acceptances until Bidco has received acceptances in respect of a certain percentage or
number of shares in Target.

"Accession Deed" means a document substantially in the form set out in Schedule 9 (Accession Deed) or
any other form agreed by the Interim PIK Facility Agent (acting reasonably) and the Original Borrower.

"Accession Representations" means the representations listed in Clauses 1 to 4 Part I of (Major

Representations) of Schedule 4 (Major Representations, Undertakings and Events of Default).

"Acquisition" means the acquisition of Target Shares by Bidco pursuant to a Scheme and/or Offer and, if
applicable, a Squeeze-Out or any other acquisition of Target Shares by Bidco or other payments in
connection with, related to or in lieu of such acquisition (including any contribution and/or transfer of Target
Shares to Bidco by the Equity Investors or an Affiliate of the Equity Investors and/or any acquisition of
Target Shares over the stock exchange, in the open market or via any other trading platform).

"Acquisition Documents" means the Scheme Document and/or the Offer Documents and any other
document designated in writing as an Acquisition Document by the Obligors' Agent.

"Additional Borrower" means a person which becomes a Borrower in accordance with 24.10 (Additional
Borrowers).

"Act" means the Companies Act 2006.

"Affiliate" means:

(a) in relation to any person other than an Interim Finance Party, a Subsidiary or a Holding Company
of that person or any other Subsidiary of that Holding Company;

(b) in relation to any Interim Finance Party other than a fund, any other person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, that Interim Finance
Party; or

(c) in relation to any Interim Finance Party which is a fund, any other fund which is advised or managed
by the same investment adviser or an Affiliate of that investment adviser.

"Agent" means the Interim PIK Facility Agent or the Interim PIK Security Agent, as the context requires
and Agents means both of them taken together.

"Agreed Security Principles" has the meaning given to that term in the PIK Term Sheet.

"Announcement" means any press release made by or on behalf of Bidco announcing a firm intention to
implement a Scheme or, as the case may be, make an Offer, in each case in accordance with Rule 2.7 of the
City Code.

"Anti-Corruption Laws" means all laws of any jurisdiction applicable to an Obligor from time to time
concerning or relating to anti-bribery, anti-money laundering or anti-corruption (including the Bribery Act
2010, the United States Foreign Corrupt Practices Act of 1977, each as amended from time to time).

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"Applicable Rate" means by reference to a Sterling Amount, the rate of exchange from Sterling to USD
required to deliver an amount of USD that, when converted into Sterling from USD at the Relevant Rate of
Exchange, equals such Sterling Amount.

"Applicable Securities Laws" means the City Code, the Act, the London Stock Exchange, any other
applicable stock exchange or any other applicable law, rules, regulations and/or such other requirements.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 7 (Form of
Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

"Bank Levy" means any amount payable by any Interim PIK Lender or any of its Affiliates on the basis of
or in relation to its balance sheet or capital base or any part of that person or its liabilities or minimum
regulatory capital or any combination thereof, including the UK bank levy as set out in the Finance Act 2011
(as amended), the French taxe bancaire de risque systémique as set out in Article 235 ter ZE of the French
Code Général des impôts, the French taxe pour le financement du fonds de soutien aux collectivités
territoriales as set out by Article 235 ter ZE bis of the French Code Général des impôts, the German bank
levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended),
the Dutch bankenbelasting as set out in the bank levy act (Wet bankenbelasting), the Swedish bank levy as
set out in the Swedish Act on State Support to Credit Institutions (Sw. lag (2008:814) lag om statligt stöd
till kreditinstitut), or the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades de Crédito) as
set out in the Law 16/2012 of 27 December 2012 and any other levy or tax in any jurisdiction levied on a
similar basis or for a similar purpose or any financial activities taxes (or other taxes) of a kind contemplated
in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the
Single Resolution Mechanism established by EU Regulation 806/2014 of 15 July 2014 in each case which
has been enacted and/or which has been formally announced as proposed as at the date of this Agreement or
(if applicable) in respect of any New Interim PIK Lender, as at the date that New Interim PIK Lender accedes
to this Agreement as a New Interim PIK Lender or any bank surcharge or banking corporation tax surcharge
as set out in Chapter 4 of Part 7A of the United Kingdom Corporation Tax Act 2010 and any other surcharge
or tax of a similar nature implemented in any other jurisdiction.

"Base Currency" means US Dollars.

"Base Currency Amount" means, in relation to any Interim PIK Loan for any amount in the Base Currency,
the amount specified in the Drawdown Request, as adjusted to reflect any repayment or prepayment under
this Agreement.

"Benchmark Rate Change" has the meaning given to that term in paragraph (a) of Clause 8.5 (Replacement
of Screen Rate).

"Bidco" means Cobham Ultra Acquisitions Limited, a company incorporated under the laws of England &
Wales with registered number 13552764.

"Borrower" means the Original Borrower and each Additional Borrower.

"Break Costs" has the meaning given to that term in paragraph (e) of Clause 8.2 (Payment of interest).

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business
in London, Luxembourg and New York provided that for the purposes of any Drawdown Date of the
Facilities and the calculation of the periods in connection with the Certain Funds Period, "Business Day"
shall, at the Company's option in relation to any determination of Business Days, have the same meaning as
in the Acquisition Documents.

"Central Bank Rate", in relation to a Compounded Rate Currency, has the meaning given to that term in
the applicable Compounded Rate Terms.

"Certain Funds Period" means the period from (and including) the date of this Agreement to (and
including) 11:59 p.m. on the earliest to occur of:

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(a) if the Acquisition is intended to be completed pursuant to a Scheme, the date falling twenty (20)
Business Days after (and excluding) the date on which the Scheme lapses (including, subject to
exhausting any rights of appeal, if a relevant court refuses to sanction the Scheme), terminates or is
withdrawn in writing, in each case, in accordance with its terms in the Announcement or Scheme
Document (other than (i) where such lapse, termination or withdrawal is as a result of the exercise
of Bidco's right to effect a switch from the Scheme to an Offer and (ii) it is otherwise to be followed
within such twenty (20) Business Days by an Announcement by Bidco to implement the Acquisition
by a different offer or scheme (as applicable));

(b) if the Acquisition is intended to be completed pursuant to an Offer, the date falling twenty (20)
Business Days after (and excluding) the date on which the Offer lapses, terminates or is withdrawn,
in each case, in accordance with its terms in the Announcement or Offer Document (other than (i)
where such lapse, termination or withdrawal is as a result of the exercise of Bidco's right to effect a
switch from the Offer to a Scheme and (ii) it is otherwise to be followed within such twenty (20)
Business Days by an Announcement by Bidco to implement the Acquisition by a different offer or
scheme (as applicable));

(c) the date falling twenty (20) Business Days after (and excluding) the Countersign Date (as defined in
the Senior Commitment Letter), to the extent the first public Announcement has not been made on
or prior to such date; or

(d) the date (the "Longstop Date") falling twelve (12) months after (and excluding) the date of the first
public Announcement,

or, in each case, such later time and date as agreed by the Arrangers (acting reasonably and in good faith)
provided that:

(i) a switch from a Scheme to an Offer or from an Offer to a Scheme (or, for the
avoidance of doubt, any amendments to the terms or conditions of a Scheme or an
Offer) shall not constitute a lapse, termination or withdrawal for the purposes of
paragraphs (a) or (b) (as applicable) above;

(ii) if an initial drawdown has occurred under this Agreement, the Longstop Date shall
automatically be extended to 11:59 p.m. on the Final Repayment Date, to the extent
that the Final Repayment Date would otherwise fall after the Long Stop Date; and

(iii) the Long Stop Date will, upon the Company’s request (acting in good faith), be
extended if necessary or desirable in order to comply with the requirements of the
Panel: (x) if the Acquisition is intended to be completed pursuant to a Scheme, up
to a maximum of six (6) weeks; or (y) if the Acquisition is intended to be
completed pursuant to an Offer, up to a maximum of eight (8) weeks.

"Change of Control" means the occurrence of any of the events or circumstances described in paragraph 8
(Change of control) of Part III (Major Events of Default) of Schedule 4 (Major Representations,
Undertakings and Events of Default).

"Change of Law" means any change which occurs after the date of this Agreement or, if later, after the date
on which the relevant Interim PIK Lender became an Interim PIK Lender pursuant to this Agreement (as
applicable) in any law, regulation or Treaty (or in the published, interpretation, administration or application
of any law, regulation or Treaty) or any published practice or published concession of any relevant tax
authority other than:

(a) any change that occurs pursuant to, or in connection with the adoption, ratification, approval or
acceptance of, the MLI in or by any jurisdiction; or

(b) any change arising in consequence of, or in connection with, the United Kingdom ceasing to be a
Member State

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"Charged Property" means all the assets of the Group which, from time to time, are expressed to be the
subject of the Interim Security.

"City Code" means the UK City Code on Takeovers and Mergers, as administered by the Panel, as may be
amended from time to time.

"Confidentiality Undertaking" means a confidentiality undertaking (in form and substance satisfactory to
the Obligors' Agent) on which the Obligors' Agent is able to rely, agreeing to keep the Interim Finance
Documents or other documents or information confidential.

"Control Date" means the first date on which Bidco has acquired all of the Target Shares (including, if
applicable, pursuant to the Squeeze-Out) provided that the Control Date shall be deemed not to have
occurred unless the Interim Closing Date has occurred on or prior to such date.

"Court" means the High Court of Justice of England and Wales.

"Court Order" means the order of the High Court of Justice of England and Wales sanctioning the Scheme.

"Defaulting Lender" has the meaning given to that term in Part V (Definitions) of Schedule 5 (Impairment
and Replacement of Interim Finance Parties).

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Interim PIK Security Agent.

"Disruption Event" means either or both of:

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

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

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

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

and which (in either such case) is not caused by, and is beyond the control of, the Party whose
operations are disrupted.

"Drawdown Date" means the date of or proposed date for the making of an Interim PIK Loan.

"Drawdown Request" means a signed notice requesting an Interim PIK Loan in the form set out in Part I
(Loan Request) of Schedule 2 (Form of Drawdown Request) or any other form agreed between the Interim
PIK Facility Agent (acting reasonably) and the Company.

"Equity Contribution" means the aggregate investment in cash or in kind (including by way of the
contribution of Target Shares or other equity interests in the Target) (directly or indirectly) in the Company
by way of:

(a) any subscription for shares or other equity instruments (howsoever described) issued by, and any
capital contributions (including, in each case, by way of premium and/or contribution to the capital
reserves and on a cash or cashless basis) to, the Company via Topco or other proceeds); and/or

(b) any Subordinated Shareholder Liabilities; and/or

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(c) any Rolled Proceeds,

provided that, for the avoidance of doubt, to the extent that any investment by any director or member of
management, holder of Target Shares or other person is deemed or intended to form part of the funded capital
structure of the Company and such investment is to be funded directly or indirectly from any purchase price
paid in respect of any Target Shares (including for this purpose the direct or indirect transfer of shares by
any holder of Target Shares or vendor (or their respective Affiliates) to the Company (and any related
investment) and any other non-cash rollover into alternative equity or other instruments of the Company or
its Holding Companies), that investment will be deemed to have been made to the Group as an Equity
Contribution on or prior to the Interim Closing Date or any subsequent Drawdown Date (as applicable).

"Equity Investors" has the meaning given to that term in paragraph 8 (Change of control) of Part III (Major
Events of Default) of Schedule 4 (Major Representations, Undertakings and Events of Default).

"Existing Facilities" has the meaning given to that term in paragraph (a)(iii) of Clause 3.3 (Purpose).

"Existing Interim PIK Lender" has the meaning given to that term in paragraph (a) of Clause 24.2
(Transfers by Interim PIK Lenders).

"Facilities" has the meaning given to that term in the Senior Commitment Letter.

"Facility Office" means the office or offices through which an Interim PIK Lender will perform its
obligations under the Interim PIK Facility as notified to the Interim PIK Facility Agent in writing on or
before the date it becomes an Interim PIK Lender (or, following that date, by not less than five (5) Business
Days' notice).

"FATCA" means:

(a) Sections 1471 through 1474 of the US Code or any associated regulations or other official guidance
(or any amended or successor version that is substantially comparable);

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

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

"FATCA Application Date" means:

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

(b) in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the US Code (which
relates to "gross proceeds" from the disposition of property of a type that can produce interest from
sources within the US), the first date from which such payment may become subject to a deduction
or withholding required by FATCA; or

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

or, in each case, such other date from which such payment may become subject to a deduction or withholding
required by FATCA as a result of any change in FATCA after the date of this Agreement.

"FATCA Deduction" means a deduction or withholding from a payment under an Interim Finance
Document required by FATCA.

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

"Final Repayment Date" has the meaning given to that term in paragraph (a)(i) of Clause 7.1 (Repayment).

"Funding Cost" means LIBOR provided that for the purposes of any Interim PIK Loan made available
under the Interim PIK Facility, if LIBOR is less than zero point five (0.50) per cent. per annum at any time
when LIBOR is fixed, LIBOR shall be deemed to be zero point five (0.50) per cent. per annum.

"Funds Flow Statement" means any funds flow statement prepared by (or on behalf of) the Company
showing the proposed movement of funds on the Interim Closing Date.

"FX Agent" means the Interim PIK Facility Agent, an Interim PIK Lender (or, in each case, any of their
Affiliates) or any other person which, in each case, agrees to enter into a foreign exchange contract, deal
contingent hedge, swap, future, option or other such similar instrument with a Borrower (or its Affiliate).

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

"Group Company" means a member of the Group.

"Holding Company" means in relation to any person, any other body corporate or other entity of which it
is a Subsidiary.

"Interest Period" has the meaning given to that term in paragraph (a) of Clause 8.2 (Payment of interest).

"Interim Agency Fee Letter" means each fee letter dated on or about the date of this Agreement between
the Company, the Interim PIK Facility Agent and/or the Interim PIK Security Agent.

"Interim Closing Date" means the date on which first payment is made to the shareholders of the Target as
required by the Offer or Scheme (as applicable) in accordance with the City Code; provided that the Interim
Closing Date shall, for the purposes of this Agreement, be deemed not to have occurred unless first
drawdown under the Interim PIK Facility under this Agreement has occurred on or prior to such date.

"Interim Finance Documents" means each of this Agreement, the Interim Agency Fee Letters, the PIK
Closing Payment Letter, the Interim Security Documents, each Drawdown Request and any other document
designated as such in writing by the Interim PIK Facility Agent and the Obligors' Agent.

"Interim Finance Parties" means the Interim PIK Lenders, the Interim PIK Facility Agent and the Interim
PIK Security Agent.

"Interim Liabilities" means all liabilities owed by the Obligors to the Interim Finance Parties under the
Interim Finance Documents.

"Interim PIK Facility" has the meaning given to that term Clause 2.1 (The Interim PIK Facility).

"Interim PIK Facility Agent's Spot Rate of Exchange" means the Interim PIK Facility Agent's spot rate
of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange
market at or about 11.00 a.m. on a particular day.

"Interim PIK Facility Commitment" means:

(a) in relation to each Original Interim PIK Lender, the amount of the Interim PIK Facility set out
opposite its name under the heading "Interim PIK Facility Commitment" in Schedule 8 (The
Original Interim PIK Lenders) and the amount of any other Interim PIK Facility Commitment
transferred to it pursuant to Clause 24 (Changes to Parties) or assumed by it in accordance with
Clause 25 (Impairment and Replacement of Interim Finance Parties) and paragraph 2 (Increase) of

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 Part III (Replacement of an Interim PIK Lender / Increase) of Schedule 5 (Impairment and
Replacement of Interim Finance Parties); and

(b) in respect of any other Interim PIK Lender, the amount transferred to it in respect of the Interim PIK
Facility pursuant to Clause 24 (Changes to Parties) or assumed by it in accordance with Clause 25
(Impairment and Replacement of Interim Finance Parties) and paragraph 2 (Increase) of Part III
(Replacement of an Interim PIK Lender / Increase) of Schedule 5 (Impairment and Replacement of
Interim Finance Parties),

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Interim PIK Lender" means:

(a) an Original Interim PIK Lender; and

(b) any other bank or financial institution, trust, fund or other entity which is regularly engaged in or
established for the purpose of making, purchasing or investing in loans, securities or other financial
assets or other person which has become a Party as an Interim PIK Lender pursuant to Clause 24
(Changes to Parties) or paragraph 2 (Increase) of Part III (Replacement of an Interim PIK Lender /
Increase) of Schedule 5 (Impairment and Replacement of Interim Finance Parties),

which, in each case, has not ceased to be an Interim PIK Lender in accordance with the terms of this
Agreement.

"Interim PIK Loan" means the principal amount of each borrowing under the Interim PIK Facility or the
principal amount outstanding of that borrowing at any time.

"Interim PIK Loan Drawdown Request" means any Drawdown Request made at any time in relation to
any Interim PIK Loan.

"Interim Security" means the Security Interests created or expressed to be created in favour of the Interim
PIK Security Agent pursuant to the Interim Security Documents.

"Interim Security Document" means any document required to be delivered to the Interim PIK Facility
Agent under sub-paragraph (b) of paragraph 2 (Interim Finance Documents) of Part I (Conditions Precedent
to Signing) of Schedule 3 (Conditions Precedent) or entered into by an Additional Borrower in favour of the
Interim PIK Security Agent in relation to its obligations under the Interim Finance Documents.

"Interpolated Screen Rate" means, in relation to LIBOR for any Interim PIK Loan or an overdue amount,
the rate which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is
less than the Interest Period of that Interim PIK Loan or overdue amount; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which
exceeds the Interest Period of that Interim PIK Loan or overdue amount,

each as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Interim PIK
Loan or an applicable amount.

"LIBOR" means, in relation to any Interim PIK Loan or any overdue amount denominated in any currency
other than euro:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the currency or Interest Period of that Interim PIK Loan or overdue
amount) the Interpolated Screen Rate for that Interim PIK Loan or overdue amount; or

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(c) if:

(i) no Screen Rate is available for the currency of that Interim PIK Loan or an overdue amount;
or

(ii) no Screen Rate is available for the Interest Period of that Interim PIK Loan or overdue
amount and it is not possible to calculate an Interpolated Screen Rate for that Interim PIK
Loan or overdue amount,

the arithmetic mean (rounded upward to four (4) decimal places) of the rates, as supplied to the
Interim PIK Facility Agent at its request, quoted by the Reference Banks to leading banks in the
London interbank market,

as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Interim PIK Loan
or overdue amount and a period comparable to that Interest Period for that Interim PIK Loan or overdue
amount.

"Long-term Financing Agreements" means, collectively, the facilities agreements, indentures, trust deeds
or other agreements and/or instruments to be entered into for the purpose of refinancing the Interim PIK
Facility including, as the case may be, the Facilities and/or the PIK Notes (as defined in the PIK Commitment
Letter) (as applicable).

"Luxembourg" means the Grand Duchy of Luxembourg.

"Luxembourg Companies Register" means the Luxembourg Trade and Companies (R.C.S. Luxembourg).

"Major Event of Default" means:

(a) prior to the expiry of the Certain Funds Period, an event or circumstance set out in Part III (Major
Events of Default) of Schedule 4 (Major Representations, Undertakings and Events of Default),
other than paragraphs 6(a)(ii) and 8(e); and

(b) after the expiry of the Certain Funds Period, an event or circumstance set out in Part III (Major
Events of Default) of Schedule 4 (Major Representations, Undertakings and Events of Default),

in each case:

(i) with respect to Topco and the Company (as applicable) as to itself only (and for the
avoidance of doubt not with respect to the Target Group or any other Group Company) and
excluding any procurement obligation with respect to the Target Group or any other Group
Company; and

(ii) in so far as it relates to any Interim Security Documents, such references to an Interim
Security Document shall be deemed not to include an Interim Security Document which
relates to security over material bank accounts and/or intra-Group receivables.

"Major Representation" means:

(a) prior to the expiry of the Certain Funds Period, a representation set out in Part I (Major
Representations) of Schedule 4 (Major Representations, Undertakings and Events of Default), other
than paragraph 3(c); and

(b) after the expiry of the Certain Funds Period, a representation set out in Part I (Major
Representations) of Schedule 4 (Major Representations, Undertakings and Events of Default),

in each case:

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 (i) with respect to Topco and the Company (as applicable) as to itself only (and for the
avoidance of doubt not with respect to the Target Group or any other Group Company) and
excluding any procurement obligation with respect to the Target Group or any other Group
Company; and

(ii) in so far as it relates to any Interim Security Documents, such references to an Interim
Security Document shall be deemed not to include an Interim Security Document which
relates to security over material bank accounts and/or intra-Group receivables.

"Major Undertaking" means an undertaking set out in Part II (Major Undertakings) of Schedule 4 (Major
Representations, Undertakings and Events of Default), in each case:

(a) with respect to Topco and the Company (as applicable) as to itself only (and for the avoidance of
doubt not with respect to the Target Group or any other Group Company) and excluding any
procurement obligation with respect to the Target Group or any other Group Company; and

(b) in so far as it relates to any Interim Security Documents, such references to an Interim Security
Document shall be deemed not to include an Interim Security Document which relates to security
over material bank accounts and/or intra-Group receivables.

"Majority Interim Lenders" means, at any time, Interim PIK Lenders:

(a) whose Interim PIK Facility Commitments then aggregate greater than fifty (50) per cent. of the
Total Interim PIK Facility Commitments; or

(b) if the Total Interim PIK Facility Commitments have then been reduced to zero, whose Interim PIK
Facility Commitments aggregated greater than fifty (50) per cent. of the Total Interim PIK Facility
Commitments immediately before that reduction,

provided that for these purposes the Interim PIK Facility Commitments will be converted into Sterling using
the relevant Applicable Rate.

"Margin" means 9.00 per cent. per annum.

"Material Adverse Effect" means any event or circumstance which (after taking account of all relevant
mitigating factors or circumstances (including, any warranty, indemnity, insurance or other resources
available to the Group or right of recourse against any third party with respect to the relevant event or
circumstance and any anticipated additional investment in the Group)) has a material adverse effect on the
consolidated business, assets or financial condition of the Group (taken as a whole) such that the Group
(taken as a whole) would be reasonably likely to be unable to perform its payment obligations under the
Interim Finance Documents in respect of principal amounts due and payable thereunder and if capable of
remedy, is not remedied within twenty (20) Business Days of the Company being given written notice of the
issue by the Interim PIK Facility Agent.

"Maximum Utilisation Condition" means, following any utilisation of the Interim PIK Facility where all
or any part of the proceeds of such Interim PIK Loan are to be applied towards the consideration payable for
any Target Shares, the total principal amount outstanding under the Interim PIK Facility which has been
applied towards the consideration payable for any Target Shares, immediately following such utilisation
(and pro forma for the relevant Target Shares to be acquired with the proceeds of that utilisation), does not
exceed (A x B) where:

A is the percentage of the total share capital of the Target held by Bidco and its Subsidiaries (and pro forma
for the relevant Target Shares to be acquired with the proceeds of that utilisation of the Interim PIK Facility);
and

B is £315,000,000.

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"Member State" means a member state of the European Union.

"Midco" means Cobham Ultra Midco S.à r.l., a private limited liability company (société à responsabilité
limitée) incorporated under the laws of Luxembourg and in registration process with the Luxembourg
Register de Commerce et des Sociétés (R.C.S. Luxembourg).

"Minimum Acceptance Condition" means, in relation to an Offer, an Acceptance Condition of not less
than seventy-five (75) per cent. of the voting rights exercisable at a general meeting of the Target (at the
time the Offer becomes or is declared unconditional as to acceptances), including for this purpose any voting
rights attaching to Target Shares that are unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription
rights or conversion rights or otherwise.

"Minimum Equity Investment" means the aggregate investment in cash or in kind in the Company made
on or prior to the Interim Closing Date or any subsequent Drawdown Date (as applicable):

(a) by way of Equity Contributions by the Equity Investors and/or Topco (or any of their Holding
Companies) (directly or indirectly) via Topco to the Company; and/or

(b) by way of contributing Target Shares or other equity interests in the Target to the Company or any
of its Subsidiaries (and including the aggregate number of Target Shares held or to be held by the
Company (or its Affiliates) on or prior to the Interim Closing Date or any subsequent Drawdown
Date (as applicable)), including any Rolled Proceeds,

provided that:

(i) the value of each Target Share for the purposes of determining its contribution to the
Minimum Equity Investment shall be the Offer Price; and

(ii) for the purposes of determining the contribution to the Minimum Equity Investment of each
Target Share that is acquired from (or contributed by) any Affiliate of the Company, the
value of each Target Share shall be reduced by any amount paid to such person in
consideration for the contribution of such Target Share(s) from the proceeds of the Interim
PIK Facility.

"MLI" means the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base
Erosion and Profit Shifting of 24 November 2016.

"New Interim PIK Lender" has the meaning given to that term in paragraph (a) of Clause 24.2 (Transfers
by Interim PIK Lenders).

"Obligors" means each Borrower.

"Obligors' Agent" means the Company or such other person appointed to act on behalf of each Obligor in
relation to the Interim Finance Documents pursuant to Clause 4 (Obligors' Agent).

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury (or
any successor thereto).

"Offer" means the takeover offer (as defined in section 974 of the Act) by Bidco in accordance with the City
Code to acquire the entire issued share capital of the Target (within the meaning of section 975 of the Act)
pursuant to the Offer Documents.

"Offer Documents" means the applicable Announcement and the offer documents dispatched to
shareholders of the Target setting out the terms and conditions of an Offer as such document may be
amended, supplemented, revised, renewed or waived in accordance with this Agreement.

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"Offer Price" means the price per Target Share payable by Bidco for any acquisition of the Target Shares
set out in the Scheme Document or the Offer Document (as applicable).

"Offer Unconditional Date" means the date on which the Offer has been declared or has become
unconditional in all respects in accordance with the requirements of the City Code.

"Original Obligors" means the Company.

"Panel" means The Panel on Takeovers and Mergers.

"Participating Member State" means any Member State that has the euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Perfection Requirements" means the making or the procuring of any appropriate registration, filing,
recordings, enrolments, registrations, notations in stock registries, notarisations, notifications, endorsements
and/or stampings of the Interim Security Documents and/or the Security Interests created thereunder.

"Permitted Payment" means any payment:

(a) to enable a Holding Company of an Obligor to:

(i) pay Taxes, duties or similar amounts for which it is liable;

(ii) pay fees, expenses and other costs incurred in acting as, or maintaining its existence as, a
holding company or arising by operation of law or in the ordinary course of administration
of its business; and

(iii) meet substance requirements for Tax purposes;

(b) of upfront fees to the Sponsor Investors (i) anticipated in the base case model delivered in
accordance with sub-paragraph (b) of paragraph 6 (Financial Information) of Part I (Conditions
Precedent to Signing) of Schedule 3 (Conditions Precedent) or (ii) as provided in the Funds Flow
Statement or the Tax Structure Memorandum;

(c) constituting the repayment or prepayment of liabilities under the Interim Finance Documents;

(d) for the purpose of funding transaction costs incurred in connection with the Acquisition, the
Refinancing, the Interim PIK Facility and/or the Long-term Financing Agreements (including any
such costs incurred by the Equity Investors or a Holding Company and recharged to a Group
Company); and/or

(e) set out in or contemplated by a Permitted Transaction.

"Permitted Tax Distribution" means, if and for so long as the Company is a member of a fiscal unity
(whether resulting from a domination and profit or loss pooling agreement or otherwise) with any Holding
Company, any dividends, intercompany loans, other intercompany balances or other distributions to fund
any income Taxes for which such Holding Company is liable up to an amount not to exceed with respect to
such Taxes the amount of any such Taxes that the Company and its Subsidiaries would have been required
to pay on a separate company basis or on a consolidated basis calculated as if the Company and its
Subsidiaries had paid Tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an
affiliated group consisting only of the Company and its Subsidiaries.

"Permitted Transaction" means:

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(a) any step, circumstance, merger or transaction contemplated by or relating to the Transaction
Documents, the Funds Flow Statement, the Tax Structure Memorandum (other than any exit steps
described therein) or the Long-term Financing Agreements (or other refinancing of the Interim PIK
Facility) (and related documentation);

(b) any step, circumstance or transaction which is mandatorily required by law (including arising under
an order of attachment or injunction or similar legal process);

(c) any step, circumstance or transaction permitted or contemplated by paragraph 5 (Holding company
status) of Part I (Major Representations) of Schedule 4 (Major Representations, Undertakings and
Events of Default) or by any Major Undertaking (which, for the avoidance of doubt, in each case
will thereby be a Permitted Transaction for all Major Undertakings and for the purposes of
paragraph 5 (Holding company status) of Part I (Major Representations) of Schedule 4 (Major
Representations, Undertakings and Events of Default));

(d) any transfer of the shares in, or issue of shares by, any Obligor or any step, action or transaction
including share issue or acquisition or consumption of debt, for the purpose of creating the group
structure for the Acquisition or effecting the Refinancing as set out in the Tax Structure
Memorandum (other than any exit steps described therein), including inserting another legal entity
directly above or below any Obligor, and including in connection therewith, provided that, after
completion of such steps, no Change of Control shall have occurred;

(e) any action to be taken by a member of the Group required as a condition to any step or action in
respect of the Acquisition by any Relevant Regulator or to comply with any Applicable Securities
Laws;

(f) any transaction to which the Interim PIK Facility Agent (acting on the instructions of the Majority
Interim Lenders) shall have given prior written consent; and

(g) any action to be taken by a Group Company that, in the reasonable opinion of the Obligors' Agent,
is necessary to implement or complete the Acquisition or has arisen as part of the negotiations with
the shareholders or senior management of the Target Group (as a whole), Relevant Regulator, the
Panel, the Court or any anti-trust authority, regulatory authority, pensions trustee, pensions insurer,
works council or trade union (or any similar or equivalent person to any of the foregoing in any
jurisdiction).

"PIK Closing Payment Letter" has the meaning given to that term in the PIK Commitment Letter.

"PIK Commitment Documents" has the meaning given to the term "Commitment Documents" in the PIK
Commitment Letter.

"PIK Commitment Letter" means a letter dated [●] August 2021 between the Original PIK Note Purchasers
(as defined therein) and the Company setting out the terms and conditions pursuant to which the Original
PIK Note Purchasers agree to purchase and subscribe for the PIK Notes (as defined therein( and provide
certain facilities in connection with the Acquisition and the Refinancing and appending the schedules thereto
(including the agreed form PIK Term Sheet).

"PIK Term Sheet" has the meaning given to the term "PIK Term Sheet" in the PIK Commitment Letter.

"Post-Closing Equity Contribution" means, in relation to any proposed Post-Closing Funding, any Equity
Contribution (including by way of the contribution of Target Shares, any target warrants or other equity
interests in the Target (directly or indirectly)) in the Company (if positive or otherwise zero) is not less than:

(a) 30.0 per cent. of Post-Closing Total Funding;

minus

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(a) the aggregate amount of any Equity Contributions made after the first drawdown under the Interim
PIK Facility and prior to the Post-Closing Funding Date and all cash held by members of the Group;

minus

(a) any Equity Contribution made on or prior to the first drawdown under the Interim PIK Facility in
excess of the Minimum Equity Investment required pursuant to paragraph 1(b) of Part II (Conditions
Precedent to Interim Closing Date) of Schedule 3 (Conditions Precedent),

provided that:

(i) the value of each Target Share for the purposes of determining its contribution to the Post-
Closing Equity Contribution shall be the greater of (A) the Offer Price; and (B) price paid
for such Target Share by the Company or its Affiliate (including any associated costs) as
certified by the Company; and

(ii) for the purposes of determining the contribution to the Post-Closing Equity Contribution of
each Target Share that is acquired from (or contributed by) any Affiliate of the Company,
the value of each Target Share shall be reduced by any amount paid to such person in
consideration for the contribution of such Target Share(s) from the proceeds of the Interim
PIK Facility.

"Post-Closing Funding" means any utilisation of the Interim PIK Facility, the Drawdown Date in respect
of which occurs after the first drawdown under the Interim PIK Facility.

"Post-Closing Funding Date" means, in respect of a Post-Closing Funding, the relevant Drawdown Date
for such Post-Closing Funding.

"Post-Closing Total Funding" means, in relation to any proposed Post-Closing Funding on a Post-Closing
Funding Date, the aggregate amount of all Post-Closing Funding outstanding on the proposed Post-Closing
Funding Date (including the proposed Post-Closing Funding to be made on such Post-Closing Funding
Date), divided by 0.70.

"Protected Party" means an Interim Finance Party which is or will be subject to a liability or required to
make a payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for
the purposes of Tax to be received or receivable) under an Interim Finance Document.

"Prevailing Market Determination" means a determination by the Interim PIK Facility Agent (that shall
be made by the Interim PIK Facility Agent acting in good faith and promptly) in relation to the provisions
of any document or any Benchmark Rate Change, where such determination shall be given if such provisions
broadly reflect at such time any prevailing London or European market position for loans in the relevant
currency or reflect the position as set out in another syndicated loan precedent for any borrower owned
(directly or indirectly, in whole or in part) by any Sponsor Investor or Affiliate (including any precedent
provided to the Interim PIK Facility Agent by the Company in respect of such provisions).

"Qualifying Interim Lender" means, for the purposes of an Interim PIK Loan, an Interim PIK Lender which
is beneficially entitled to interest (in the case of a Treaty Interim Lender, within the meaning of the relevant
Treaty) payable by the relevant Obligor to that Interim PIK Lender and is, in relation to the relevant Obligor:

(a) an Interim PIK Lender which is able to receive such interest payments in respect of the Interim PIK
Facility from the relevant Obligor without a Tax Deduction imposed by the United Kingdom or
Luxembourg other than pursuant to a Treaty; or

(b) a Treaty Interim Lender.

"Rate Fixing Day" means, in relation to any period for which an interest rate is to be determined:

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(a) if the currency is Sterling, the first day of that period; or

(b) for any other currency, two (2) Business Days before the first day of that period,

unless market practice differs in the relevant interbank market, in which case, the Rate Fixing Day will be
determined by the Interim PIK Facility Agent in accordance with market practice in that interbank market
(and, if quotations would normally be given by leading banks in that interbank market on more than one day,
the Rate Fixing Day will be the last of those days).

"Receiver" means a receiver, receiver and manager or administrative receiver of the whole or any part of
the Charged Property.

"Reference Banks" means, in relation to the Funding Cost, the principal London offices of such banks or
financial institutions as may be appointed by the Interim PIK Facility Agent after consultation with the
Obligors' Agent, provided that no Interim Finance Party shall be appointed as a Reference Bank without its
consent.

"Refinancing" has the meaning given to that term in paragraph (a)(iii) of Clause 3.3 (Purpose).

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

"Relevant Rate of Exchange" means:

(a) the rate specified by a Borrower in its sole and absolute discretion in the applicable Interim PIK
Loan Drawdown Request, being either:

(i) any spot rate of exchange agreed between a Borrower (or its Affiliates) and any applicable
FX Agent or FX Agents (or any related average weighted spot rate of exchange of such
rates selected by a Borrower in its sole and absolute discretion) on or prior to the date of
the applicable Interim Term Loan Drawdown Request for the purchase of Sterling with
USD in the London foreign exchange market for settlement on the applicable Drawdown
Date; or

(ii) any spot rate of exchange agreed between a Borrower (or its Affiliate) and the Interim PIK
Facility Agent (as FX Agent) (each acting reasonably and in good faith) (or any related
average weighted spot rate of exchange of such rates selected by a Borrower in its sole and
absolute discretion) on or prior to the date of the applicable Interim PIK Loan Drawdown
Request for the purchase of Sterling with USD in the London foreign exchange market for
settlement on the applicable Drawdown Date; or

(b) if no rate is specified in the applicable Interim PIK Loan Drawdown Request, the applicable
conversion rate for the purchase of Sterling with USD which is displayed on Bloomberg's website
(http://www.bloomberg.com/markets/currencies) at or about 11:30 a.m. on the applicable Trade
Date for settlement on the applicable Drawdown Date.

"Relevant Regulator" means the Panel, the Court, the Competition and Markets Authority or any other
entity, agency, body, governmental authority or person that has regulatory or supervisory authority or other
similar power in connection with the Acquisitions.

"Reports" has the meaning given to that term in paragraph 5 (Reports) of Part I (Conditions Precedent to
Signing) of Schedule 3 (Conditions Precedent).

"Reservations" means the principle that equitable remedies may be granted or refused at the discretion of
the court, the limitation on enforcement by laws relating to bankruptcy, insolvency, liquidation,

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reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of
creditors and secured creditors, the time barring of claims under any applicable limitation statutes, the
possibility that a court may strike out a provision of a contract for recession or oppression, undue influence
or similar reason, the possibility that an undertaking to assume liability for or to indemnify a person against
non-payment of stamp duty may be void, defences of acquiescence, set-off or counterclaim and similar
principles, the principles that in certain circumstances a Security Interest granted by way of fixed charge
may be recharacterised as a floating charge or that a Security Interest purported to be constituted as an
assignment may be recharacterised as a charge, the principle that additional or default interest imposed
pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and
thus void, the principle that a court may not give effect to an indemnity for legal costs incurred by an
unsuccessful litigant, the principle that the creation or purported creation of a Security Interest over any asset
not beneficially owned by the relevant charging company at the date of the relevant security document or
over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be
void, ineffective or invalid and may give rise to a breach of the contract or agreement over which a Security
Interest has purportedly been created, the principle that a court may not give effect to any parallel debt
provisions, covenant to pay the Interim PIK Security Agent or other similar provisions, similar principles,
rights and defences under the laws of any jurisdiction in which the relevant obligation may have to be
performed and any other matters which are set out in the reservations or qualifications (however described)
as to matters of law which are referred to in any legal opinion referred to in paragraph 3 (Legal Opinions) of
Part I (Conditions Precedent to Signing) of Schedule 3 (Conditions Precedent) or under any other provision
of or otherwise in connection with any Interim Finance Document.

"Restricted Finance Party" means an Interim Finance Party that notifies the Interim PIK Facility Agent
that a Sanctions Provision would result in a violation of, a conflict with or liability under:

(a) EU Regulation (EC) 2271/96;

(b) §7 of the German Außenwirtschaftsverordnung (in connection with the German

Außenwirtschaftsgesetz); or

(c) any similar applicable anti-boycott statute.

"Restricted Member of the Group" means a Group Company in respect of which the Obligors' Agent
notifies the Interim PIK Facility Agent that a Sanctions Provision would result in a violation of, a conflict
with or liability under:

(d) EU Regulation (EC) 2271/96;

(e) §7 of the German Außenwirtschaftsverordnung (in connection with the German

Außenwirtschaftsgesetz); or

(f) any similar applicable anti-boycott statute.

"Rolled Proceeds" means the proceeds received by a Rollover Investor pursuant to or in connection with
the Acquisition and which are (or which the Company reasonably anticipates are to be) reinvested in or
advanced to, directly or indirectly, in an Obligor, its Subsidiaries or any Holding Company of an Obligor (in
each case including on a non-cash basis).

"Rollover Investor" means any (direct or indirect) shareholder in the Target Group immediately prior to the
applicable Drawdown Date or any other director or member of management or other person which reinvest
or advances (or which Bidco reasonably anticipates will reinvest or advance) any proceeds payable or
received pursuant to or in connection with the Acquisition (directly or indirectly) in an Obligor, its
Subsidiaries or any Holding Company of an Obligor (including on a non-cash basis) or which will remain a
shareholder in the Target (directly or indirectly) on the applicable Drawdown Date.

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"Sanctioned Country" means, at any time, a country or territory which itself is, or whose government is,
the target of comprehensive Sanctions broadly prohibiting dealings with such government, country, or
territory.

"Sanctioned Person" means any person that is (or persons that are):

(a) listed on, or owned or controlled (as such terms are defined and interpreted by the relevant
Sanctions) by a person listed on any Sanctions List;

(b) located, organized or resident in or incorporated under the laws of any Sanctioned Country; or

(c) owned or controlled by persons that are the target of Sanctions,

provided that, for the purpose of this definition, a person shall not be deemed to be a Sanctioned Person if
transactions or dealings with such person are (i) not prohibited under applicable Sanctions or (ii) permitted
under a licence, licence exemption or other authorisation of a Sanctions Authority.

"Sanctions" means any economic, trade or financial sanctions laws, regulations, embargoes or restrictive
measures imposed, enacted, administered or enforced from time to time by any Sanctions Authority.

"Sanctions Authority" means (a) the United States of America, (b) the United Nations Security Council,
(c) the European Union and any Member State (d) the United Kingdom and (e) the respective governmental
institutions of any of the foregoing which administer Sanctions, including HM Treasury, OFAC, the US
State Department and the US Department of the Treasury.

"Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list issued by OFAC,
the EU Consolidated List of Financial Sanctions Targets, the Consolidated List of Financial Sanctions
Targets issued by Her Majesty's Treasury, or any similar list issued or maintained and made public by any
of the Sanctions Authorities as amended, supplemented or substituted from time to time.

"Sanctions Provision" means paragraphs (c) to (f) of Clause 23.2 (Undertakings).

"Scheme" means the scheme of arrangement effected pursuant to part 26 of the Act between the Target and
its shareholders to implement the Acquisition pursuant to which Bidco will, subject to the occurrence of the
Scheme Effective Date, become the holder of the entire issued share capital of the Target.

"Scheme Document" means the document to be sent to (among others) the Target shareholders containing
and setting out, among other things, the full terms and conditions of the Scheme, the explanatory statement
required by section 897 of the Act and containing the notices convening the required court meeting and
general meeting.

"Scheme Effective Date" means the date on which the Court Order sanctioning the Scheme is duly delivered
on behalf of the Target to the Registrar of Companies in accordance with section 899 of the Companies Act
2006.

"Screen Rate" means in relation to LIBOR, the London interbank offered rate administered by ICE
Benchmark Administration Limited (or any other person which takes over the administration and/or
calculation of that rate) for the relevant currency and period displayed (before any correction, recalculation
or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters or Refinitiv
screen (or any replacement Thomson Reuters or Refinitiv page which displays that rate) or, on the
appropriate page of such other information service which publishes that rate from time to time in place of
Thomson Reuters. If such page is replaced or service ceases to be available, the Interim PIK Facility Agent
may specify another page or service displaying the appropriate rate in accordance with Clause 8.5
(Replacement of Screen Rate).

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"Security Interest" means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, right of set-
off, security trust, assignment, reservation of title or other security interest and any other agreement
(including a sale and repurchase arrangement) having the commercial effect of conferring security.

"Senior Commitment Documents" has the meaning given to the term "Commitment Documents" in the
Senior Commitment Letter.

"Senior Commitment Letter" means a letter dated [●] August 2021 between the Commitment Parties (as
defined therein) and Cobham Ultra SeniorCo S.à r.l. setting out the terms and conditions pursuant to which
the Commitment Parties will arrange, underwrite and make available certain facilities in connection with the
Acquisition and the Refinancing and appending the schedules thereto (including the agreed form Term Sheet
(as defined therein)).

"Sponsor" has the meaning given to that term in the PIK Commitment Letter.

"Sponsor Investors" means:

(a) the Sponsor;

(b) funds managed and/or advised by the Sponsor; and

(c) investors designated or appointed by the Sponsor as co-investors to the extent that any direct or
indirect voting rights of such co-investor in respect of the Obligors are, directly or indirectly,
exercisable by the Sponsor (or funds managed and/or advised by the Sponsor).

"Squeeze-Out" means an acquisition of the outstanding shares in the Target that Bidco has not acquired,
pursuant to the procedures contained in sections 979 to 982 of the Act.

"Subordinated Shareholder Document" means any document creating Subordinated Shareholder

Liabilities.

"Subordinated Shareholder Liabilities" means any loan, note, bond or other indebtedness owed or issued
by the Company to Topco, provided that such loan, note, bond or other indebtedness is subordinated
pursuant to the provisions of paragraph (b) of Clause 15 (Subordination) or on substantially the same terms
as the provisions of paragraph (b) of Clause 15 (Subordination) or otherwise on terms satisfactory to the
Interim PIK Facility Agent (acting on the instructions of the Majority Interim Lenders (acting reasonably)).

"Subsidiary" means, in relation to any person:

(a) an entity (including a partnership) of which that person has direct or indirect control; and

(b) an entity of which a person has direct or indirect control or owns directly or indirectly more than
fifty (50) per cent. of the voting capital or similar right of ownership,

and, for this purpose, control means the direct or indirect ownership of a majority of the voting share capital
or similar ownership rights of that entity, or the right or ability to determine the composition of a majority
of the board of directors (or equivalent body) of such entity or otherwise to direct the management of such
entity whether by virtue of ownership of share capital, contract or otherwise.

"Super Majority Interim Lender Objection" means, in respect of a document, supplement, proposal,
request or amendment in relation to this Agreement or any other Interim Finance Document, that such
document, supplement, proposal, request or amendment has been rejected by the Super Majority Interim
Lenders, in each case by 11:00 a.m. on the date falling ten (10) Business Days (or such longer period which
the Company notifies to the Interim PIK Facility Agent) after the date on which the Company (or other
member of the Group) delivers the relevant document, supplement, proposal, request or amendment to the
Interim PIK Facility Agent. Unless the Company notifies the Interim PIK Facility Agent, Clause 27.3
(Excluded Commitment) and Clause 27.4 (Disenfranchisement of Restricted Finance Parties) shall not apply

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when determining the Super Majority Interim Lenders for these purposes (and, for the avoidance of doubt,
the Company may elect for one or more of such Clauses to apply in respect of any particular document,
supplement, proposal, request or amendment from time to time).

"Super Majority Interim Lenders" means, at any time, Interim PIK Lenders:

(a) whose Interim PIK Facility Commitments aggregate sixty-six and two thirds (66⅔) per cent. or more
of the Total Interim PIK Facility Commitments; or

(b) if the Total Interim PIK Facility Commitments have at that time been reduced to zero (0), whose
Interim PIK Facility Commitments aggregated sixty-six and two thirds (66⅔) per cent. or more of
the Total Interim PIK Facility Commitments immediately prior to that reduction,

provided that for these purposes the Interim PIK Facility Commitments will be converted into Sterling
using the relevant Applicable Rate.

"Target" means the entity code named "Neptune" in the Tax Structure Memorandum.

"Target Group" has the meaning given to that term in the PIK Commitment Letter.

"Target Shares" means ordinary shares in the capital of the Target from time to time including any ordinary
shares in the Target arising on exercise of Target Group options or awards.

"Tax" means any present or future tax, levy, assessment, impost, deduction, duty or withholding or any
charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or
any delay in paying any of the same) imposed or levied by any government or other taxing authority, and
Taxes and Taxation shall be construed accordingly.

"Tax Credit" means a credit against or a relief or remission for, or repayment, rebate, or refund of, any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from any payment under an
Interim Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to an Interim Finance Party
under Clause 10.1 (Gross-up) or a payment under Clause 10.3 (Tax indemnity).

"Tax Structure Memorandum" means the tax structure memorandum provided to the Interim PIK Facility
Agent under sub-paragraph (i) of paragraph 5 (Reports) of Part I (Conditions Precedent to Signing) of
Schedule 3 (Conditions Precedent).

"Total Interim PIK Facility Commitments" means at any time the aggregate of the Interim PIK Facility
Commitments, as at the date of this Agreement being £315,000,000, subject to any redenomination
determined in accordance with Clause 2.4 (Agreed GBP to USD Exchange Rate).

"Total Transaction Uses" means an amount equal to:

(a) the aggregate amount of:

(i) the total aggregate cash consideration payable for the Target Shares on the Interim Closing
Date; and

(i) the principal amount of all of the existing Target Group indebtedness to be refinanced on
the Interim Closing Date by the Interim PIK Facility (other than any amount which relates
to cash pooling, working capital, bank guarantees or similar operational debt),

less

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(b) all cash and cash equivalent investments held by members of the Group (including any overfunding
(however so described)) and the Target Group acquired on or as at the Interim Closing Date,

in each case, as identified in the Funds Flow Statement or, if no Funds Flow Statement is delivered, any
sources and uses statement included in the Tax Structure Memorandum.

"Trade Date" means a USD Trade Date.

"Transaction" has the meaning given to that term in the PIK Commitment Letter.

"Transaction Documents" means the Interim Finance Documents, the Acquisition Documents and (in each
case) all documents and agreements relating to them.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Transfer
Certificate) or in any other form agreed between the Interim PIK Facility Agent and the Obligors' Agent.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate;
and

(b) the date on which the Interim PIK Facility Agent executes the relevant Assignment Agreement or
Transfer Certificate.

"Treaty Interim Lender" means, in relation to a payment of interest by or in respect of an Obligor under
an Interim Finance Document, an Interim PIK Lender which:

(a) is treated as a resident of a Treaty State for the purposes of the relevant Treaty and is entitled to the
benefit of such Treaty;

(b) does not carry on a business in the United Kingdom or Luxembourg through a permanent
establishment (as such term is defined for the purposes of the relevant Treaty) with which that
Interim PIK Lender's participation in the Interim PIK Loan is effectively connected; and

(c) fulfils all other conditions (including complying (and continuing to comply) with all necessary
procedural formalities) which need to be met to enable it to benefit from a full exemption under the
relevant Treaty and domestic law from Tax imposed by the United Kingdom or Luxembourg (as
appropriate) on interest such that any payment of interest may be made by the relevant Obligor to
that Interim PIK Lender without a Tax Deduction imposed by the United Kingdom or Luxembourg
(as appropriate) on interest.

"Treaty State" means a jurisdiction having a double taxation agreement (a "Treaty") in force with the
United Kingdom and/or Luxembourg which makes provision for full exemption from Tax imposed by the
United Kingdom or Luxembourg (as appropriate) on interest.

"US Code" means the US Internal Revenue Code of 1986 (and any successor legislation thereto), as amended
from time to time.

"USD FX Contract" has the meaning given to that term in paragraph (b) of Clause 2.4 (Agreed GBP to USD
Exchange Rate).

"USD Trade Date" has the meaning given to that term in paragraph (a) of Clause 2.4 (Agreed GBP to USD
Exchange Rate).

"VAT" means:

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

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(b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common
system of value added tax (EC Directive 2006/112) (as amended) and any national legislation
implementing that Directive or any predecessor to it or supplemental to that Directive; and

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

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 Part II
Other References

1. In this Agreement, unless a contrary intention appears, a reference to:

(a) an agreement includes any legally binding arrangement, contract, deed or instrument (in
each case, whether oral or written);

(b) an amendment includes any amendment, supplement, variation, novation, modification,

replacement or restatement (however fundamental), and amend and amended shall be
construed accordingly;

(c) assets includes properties, assets, businesses, undertakings, revenues and rights of every
kind (including uncalled share capital), present or future, actual or contingent, and any
interest in any of the above;

(d) a consent includes an authorisation, permit, approval, consent, exemption, licence, order,
filing, registration, recording, notarisation, permission or waiver;

(e) a disposal includes any sale, transfer, grant, lease, licence or other disposal, whether
voluntary or involuntary, and dispose will be construed accordingly;

(f) financial indebtedness means any indebtedness for or in respect of:

(i) moneys borrowed and debit balances at banks or other financial institutions;

(ii) any acceptance under any acceptance credit or bill discounting facility (or
dematerialised equivalent);

(iii) any note purchase facility or the issue of bonds, notes, debentures, loan stock or
any similar instrument other than performance bonds or documentary letters of
credit issued in respect of obligations of the Group arising under the ordinary
course of trading;

(iv) the amount of any liability in respect of finance leases;

(v) receivables sold or discounted;

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

(vii) any counter-indemnity obligation in respect of a guarantee, bond, standby or

documentary letter of credit or any other instrument issued by a bank or financial
institution in respect of payment obligations;

(viii) any amount raised by the issue of redeemable shares which are redeemable (other
than at the option of the issuer) before the date which is six (6) months after the
anticipated final maturity date of the PIK Notes under the PIK Term Sheet;

(ix) any amount of any liability under an advance or deferred purchase agreement if
the primary reason behind entering into the agreement is to raise finance;

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 (x) any amount raised under any other transaction (including any forward sale or
purchase, sale and sale back or sale and leaseback agreement) having the
commercial effect of a borrowing and classified as borrowings under IFRS; and

(xi) the amount of any liability in respect of any guarantee for any of the items referred
to in (i) to (x) above;

(g) including means including without limitation, and includes and included shall be
construed accordingly;

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

(i) losses includes losses, actions, damages, claims, proceedings, costs, demands, expenses
(including legal and other fees) and liabilities of any kind, and loss shall be construed
accordingly;

(j) a month means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month, except that:

(i) (subject to paragraph (iii) below) if any such period would otherwise end on a day
which is not a Business Day, it shall end on the next Business Day in the same
calendar month or, if there is none, on the preceding Business Day;

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

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

and references to months shall be construed accordingly;

(k) a page or screen of an information service displaying a rate shall include:

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

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

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

(l) a Major Event of Default being outstanding or continuing means that such Major Event of
Default has occurred or arisen and has not been remedied or waived;

(m) an Acceleration Notice being outstanding means that such Acceleration Notice provided
by the Interim PIK Facility Agent under paragraph (a)(ii) of Clause 7.1 (Repayment) has
not been revoked, withdrawn or cancelled by the Interim PIK Facility Agent or otherwise
ceases to have effect;

(n) a Super Majority Interim Lender Objection is continuing for so long as a Super Majority
Interim Lender Objection has occurred and all the Super Majority Interim Lenders (or if
applicable the Super Majority Interim Lenders in respect of any relevant or applicable
Interim PIK Facility(ies)) assert and continue to assert their objection in respect of the
relevant document, supplement, proposal, request or amendment to which the Super

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 Majority Interim Lender Objection relates (provided that such Super Majority Interim
Lender Objection shall cease to be continuing on the first date on which any such objection
is supported by less than the Super Majority Interim Lenders (or if applicable the Super
Majority Interim Lenders in respect of any relevant or applicable Interim PIK Facility(ies))
in each case as confirmed in writing by the Interim PIK Facility Agent to the Company;

(o) a person includes any individual, trust, firm, fund, company, corporation, partnership, joint
venture, government, state or agency of a state or any undertaking or other association
(whether or not having separate legal personality);

(p) a regulation includes any regulation, rule, official directive, request or guideline (whether
or not having the force of law but if not having the force of law compliance with which is
customary) of any governmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;

(q) a sub-participation means any sub-participation or sub-contract (whether written or oral)

or any other agreement or arrangement having an economically substantially similar effect,
including any credit default or total return swap or derivative (whether disclosed,
undisclosed, risk or funded) by an Interim PIK Lender of or in relation to any of its rights
or obligations under, or its legal, beneficial or economic interest in relation to, the Interim
PIK Facility and/or Interim Finance Documents to a counterparty and sub-participate shall
be construed accordingly; and

(r) Sterling denotes the lawful currency of the United Kingdom and $ and US Dollars denote
the lawful currency of the United States of America.

2. In this Agreement, unless a contrary intention appears:

(a) a reference to a Party includes a reference to that Party's successors and permitted assignees
or permitted transferees but does not include that Party if it has ceased to be a Party under
this Agreement;

(b) references to paragraphs, Clauses, Schedules and Parts are references to, respectively,
paragraphs, clauses of, schedules to and parts of schedules to this Agreement and references
to this Agreement include its schedules;

(c) a reference to (or to any specified provision of) any agreement (including any of the Interim
Finance Documents) is to that agreement (or that provision) as amended or novated
(however fundamentally) and includes any increase in, extension of or change to any
facility made available under any such agreement (unless such amendment or novation is
contrary to the terms of any Interim Finance Document);

(d) a reference to a statute, statutory instrument or provision of law is to that statute, statutory
instrument or provision of law, as it may be applied, amended or re-enacted from time to
time;

(e) a reference to a time of day is, unless otherwise specified, to London time; and

(f) the index to and the headings in this Agreement are for convenience only and are to be
ignored in construing this Agreement.

3. Notwithstanding any other term of the Interim Finance Documents, in this Agreement:

(a) a reference to the assets of an Obligor shall exclude the assets of any member of the Target
Group and other Group Company; and

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 (b) no matter or circumstance in respect of, or breach by, any member of the Target Group or
any Group Company which is not an Obligor shall relate to an Obligor or otherwise be
deemed to constitute, or result in, a breach of any representation, warranty, undertaking or
other term in the Interim Finance Documents, to have a Material Adverse Effect or to have
a Major Event of Default.

4. Sanctions and Restricted Finance Parties:

(a) A Sanctions Provision shall only:

(i) be given by a Restricted Member of the Group; or

(ii) apply for the benefit of a Restricted Finance Party,

to the extent that that Sanctions Provision would not result in any violation by or expose of
such entity or any directors, officer or employee thereof to any liability under any anti-
boycott or blocking law, regulation or statute that is in force from time to time in the
European Union or the United Kingdom (and/or any of its member states) that are
applicable to such entity, including (x) EU Regulation (EC) 2271/96 and (y) §7 of the
German Außenwirtschaftsverordnung (in connection with section 4 paragraph 1 no. 3 of
the German Außenwirtschaftsgesetz).

(b) In connection with any amendment, waiver, determination or direction relating to any part
of a Sanctions Provision in relation to which:

(i) an Interim Finance Party is a Restricted Finance Party; and

(ii) in accordance with paragraph (a) above, that Restricted Finance Party does not
have the benefit of it:

(A) the Interim PIK Facility Commitments of an Interim PIK Lender that is a
Restricted Finance Party; and

(B) the vote of any other Restricted Finance Party which would be required to
vote in accordance with the provisions of this Agreement,

shall be excluded for the purpose of calculating the Total Interim PIK Facility
Commitments under the Interim PIK Facility when ascertaining whether any relevant
percentage of Total Interim PIK Facility Commitments has been obtained to approve such
amendment, waiver, determination or direction request and its status as an Interim Finance
Party shall be disregarded for the purpose of ascertaining whether the agreement of any
specified group of Interim Finance Parties has been obtained to approve such amendment,
waiver, determination or direction.

5. Luxembourg terms

In this Agreement, where it relates to an Obligor incorporated under the laws of Luxembourg or to
any entity having its centre of main interests in Luxembourg as referred to in Articles 3(1) of
Regulation (EC) No 2015/848 of 20 May 2015 on Insolvency Proceedings (recast) (as amended
from time to time), and unless a contrary intention appears, a reference to:

(c) winding up, administration or dissolution includes, without limitation, any procedure or
proceeding in relation to an entity becoming bankrupt (faillite), insolvency, voluntary or
judicial liquidation, composition with creditors (concordat préventif de faillite),
moratorium or reprieve from payment (sursis de paiement), controlled management
(gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with
creditors, reorganisation or any other similar proceedings affecting the rights of creditors

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 generally under Luxembourg law, and shall be construed so as to include any equivalent or
analogous liquidation or reorganisation proceedings;

(d) an agent includes, without limitation, a “mandataire”;

(e) a receiver, a trustee, administrative receiver, administrator or the like includes, without
limitation, a juge délégué, commissaire, juge-commissaire, liquidateur or curateur or any
other person performing the same function of each of the foregoing;

(f) a matured obligation includes, without limitation, any exigible, certaine and liquide
obligation;

(g) security or a security interest includes, without limitation, any hypothèque, nantissement,
privilège, accord de transfert de propriété à titre de garantie, gage sur fonds de commerce
or sûreté réelle whatsoever whether granted or arising by operation of law; and

(h) a person being unable to pay its debts includes, without limitation, that person being in a
state of cessation of payments (cessation de paiements);

(i) an attachment includes a saisie;

(j) by-laws or constitutional documents includes its up-to-date (restated) articles of association
(statuts); and

(k) a director, officer or manager includes a gérant or an administrateur.

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 SCHEDULE 2
Form of Drawdown Request

Part I
Loan Request

To: [●] as Interim PIK Facility Agent

From: [●]

Date: [●]

Cobham Ultra PIKCo S.à r.l. – Interim PIK Facility Agreement dated [●] (as amended and/or restated
from time to time) (the "Interim PIK Facility Agreement")

1. We refer to the Interim PIK Facility Agreement. This is a Drawdown Request. Terms defined in the
Interim PIK Facility Agreement shall have the same meanings when used in this Drawdown
Request.

2. We wish to borrow an Interim PIK Loan on the following terms:

Interim PIK Facility: [●]

Drawdown Date: [●]

Amount: [●]

Currency: [●]

Interest Period: 90 days

3. Our [payment/delivery] instructions are: [●].

4. We confirm that each condition specified in paragraphs (b)(i) to [(b)(iii)/(b)(iv)]1 of Clause 3.1
(Conditions Precedent) is satisfied at the date of this Drawdown Request or will be satisfied on or
before the proposed Drawdown Date.

5. The proceeds of this Interim PIK Loan should be credited to [●].

6. This Drawdown Request is irrevocable.

_______________________________
For and on behalf of
[●]
(as Borrower)

1 Confirmation to be given only in respect of a second or subsequent Interim Utilisation of the Interim PIK
Facility during the Certain Funds Period.

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 SCHEDULE 3
Conditions Precedent

Part I
Conditions Precedent to Signing

1. Obligors and Topco

(a) Constitutional documents:

(i) a copy of the constitutional documents of each of the Company and Topco; and

(ii) a notary certificate (certificat de coutume) confirming the main corporate details
of each of the Company and Topco.

(b) Board approvals: if required by law or by the constitutional documents or customary in the
relevant jurisdiction, a copy of a resolution of the board of directors or managers or
equivalent body of each of the Company and Topco:

(i) approving the terms of, and the transactions contemplated by, the Interim Finance
Documents to which it is a party and resolving that it execute the Interim Finance
Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Interim Finance

Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or dispatch all
documents and notices (including, if relevant, any Drawdown Request or other
notice) to be signed and/or dispatched by it under or in connection with the Interim
Finance Documents to which it is a party.

(c) Specimen signatures: specimen signatures for the person(s) authorised in the resolutions
referred to above (to the extent such person will execute an Interim Finance Document).

(d) Formalities certificates: a certificate from each of the Company and Topco (signed by an
authorised signatory):

(i) certifying that each copy document relating to it specified in paragraphs (a) and
(b) above is correct, complete and (to the extent executed) in full force and effect
and has not been amended or superseded prior to the date of this Agreement;

(ii) confirming that, subject to the Agreed Security Principles, borrowing, or securing
(as relevant) the Total Interim PIK Facility Commitments would not cause any
borrowing or security limit binding on it (as relevant) to be exceeded; and

(iii) in the case of the Company and Topco only, attaching a copy (in each case, to the
extent available) (x) of an excerpt from the Luxembourg Companies Register in
relation to it dated no earlier than ten (10) Business Days prior to the date of this
Agreement and (y) of a certificate of non-registration of judgements (certificat de
non-inscription d’une décision judiciaire) issued by the Luxembourg Companies
Register dated no earlier than ten (10) Business Days prior to the date of this
Agreement.

2. Interim Finance Documents

A copy of the counterparts of each of the following documents duly executed by each of the Original
Obligors and Topco (in each case to the extent they are a party to such document):

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 (a) the PIK Closing Payment Letter; and

(b) the Interim Security Documents listed in the table below:

Name of Grantor Interim Security Document Governing law of

Interim Security
Document

Company Security agreement granting security in Luxembourg

respect of (x) the Company’s shares in the
capital of Midco, (y) material, long-term,
documented receivables owed to the
Company (as lender) by Midco (as
borrower).

Company Bank account pledge agreement in respect Luxembourg

of the Company’s material bank accounts
located in Luxembourg (without control
over use and freely operational prior to
acceleration).

3. Legal Opinions

The following legal opinions:

(a) as to capacity, a legal opinion from Bonn Steichen & Partners as Luxembourg law counsel
to the Original Obligors in respect of the Company and Topco’s capacity to enter into the
Interim Finance Documents; and

(b) as to enforceability:

(i) a legal opinion from Paul Hastings LLP as English law counsel to the Original
Interim PIK Lenders in respect of the enforceability of Interim Finance Documents
governed by English law; and

(ii) a legal opinion from Bonn Steichen & Partners as Luxembourg law counsel to the
Original Interim PIK Lenders in respect of the enforceability of the Interim
Finance Documents governed by Luxembourg law.

4. Announcement

A copy of the draft Announcement.

5. Reports

The following reports (the "Reports"):

(a) the legal due diligence report prepared by Kirkland & Ellis International LLP;

(b) the financial due diligence report prepared by KPMG LLP;

(c) the pensions due diligence prepared by Lane Clark Peacock LLP;

(d) the maritime commercial due diligence report prepared by Renaissance Strategic Advisors;

(e) the central cost takeout report prepared by Bain & Company Inc.;

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 (f) the precision controls systems commercial due diligence prepared by Bain & Company
Inc.;

(g) the environment, health and safety due diligence report prepared by ERM Limited;

(h) the intelligence and communications commercial due diligence report prepared by
Avascent UK Ltd; and

(i) a tax structure memorandum prepared by KPMG LLP titled "Project Neptune - Tax
Strawman Paper" (the "Tax Structure Memorandum"),

provided that:

(A) no reliance will be given on any of the Reports as a condition precedent to

funding; and

(B) to the extent the Company (in its sole and absolute discretion) elects to
deliver any updated Reports to the Arrangers, Original Interim PIK
Lenders and Interim PIK Facility Agent after the date of this Agreement,
each such updated Report shall be deemed to be in form and substance
satisfactory to the Arrangers, Interim PIK Lenders and Interim PIK
Facility Agent if the final Reports are, in form and substance, substantially
the same as the final versions or drafts (as applicable) received by the
Arrangers prior to the date of the Senior Commitment Letter or, if later,
this Agreement, save for any changes which are not materially adverse to
the interests of the Original Interim PIK Lenders (taken as a whole) under
the Interim Finance Documents or any other changes approved by the
Interim PIK Facility Agent (acting reasonably on the instructions of the
Majority Interim Lenders (each acting reasonably) with such approval not
to be unreasonably withheld, made subject to any condition or delayed)
and for these purposes the Arrangers, Original Interim PIK Lenders and
Interim PIK Facility Agent agree that any changes made to the approved
Tax Structure Memorandum prior to the date of the Senior Commitment
Letter or, if later, this Agreement. For the avoidance of doubt, the
Company, Topco and/or the Equity Investors may update any due
diligence (including any Report) from time to time and there shall be no
requirement for any such updates to be provided to any Interim Finance
Party (and failure to provide such updates shall not affect the satisfaction
of this condition).

6. Financial Information

Base Case Model: a copy of the base case model, provided that to the extent the Company (in its
sole and absolute discretion) elects to deliver an updated base case model to the Arrangers, Original
Interim PIK Lenders and Interim PIK Facility Agent after the date of this Agreement, such updated
base case model shall be deemed to be in form and substance satisfactory to the Arrangers, Interim
PIK Lenders and Interim PIK Facility Agent if the final base case model is, in form and substance,
substantially the same as the version received by the Arrangers prior to the date of the Senior
Commitment Letter or, if later, this Agreement, save for any changes which are not materially
adverse to the interests of the Original Interim PIK Lenders (taken as a whole) under the Interim
Finance Documents or any other changes approved by the Interim PIK Facility Agent (acting
reasonably on the instructions of the Majority Interim Lenders (each acting reasonably) with such
approval not to be unreasonably withheld, made subject to any condition or delayed).

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 Part II
Conditions Precedent to Interim Closing Date

1. Acquisition

A certificate from the Company (signed by an authorised signatory) confirming that:

(a) either:

(i) in the case of a Scheme, the Scheme Effective Date has occurred; or

(ii) in the case of an Offer, the Offer Unconditional Date has occurred; and

(b) on or prior to the Interim Closing Date, the Minimum Equity Investment is not less than
30% of the Total Transaction Uses.

2. Fees

Reasonable evidence that payment of all fees and expenses earned, due and payable to the Interim
Finance Parties required to be paid under the PIK Closing Payment Letter on the Interim Closing
Date in respect of the Interim PIK Facility for which invoices have been received at least three (3)
Business Days in advance (or as otherwise agreed by the Obligors' Agent) (which amounts may be
offset against the proceeds of the applicable Interim PIK Facility) shall have been made (or shall be
made substantially contemporaneously with funding) provided that this condition may be satisfied
by a reference to payment of such fees in a Drawdown Request, any Funds Flow Statement or the
Tax Structure Memorandum).

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 Part III
Conditions Precedent to be delivered by an Additional Borrower

(a) Accession Deed: A copy of the Accession Deed executed by the Additional Borrower and
the Original Borrower.

(b) Constitutional documents: a copy of the constitutional documents of the Additional

Borrower.

(c) Board approvals: if required by applicable law or by the constitutional documents or

customary in the relevant jurisdiction, a copy of a resolution of the board of directors (or
managers) or resolution of the directors (or managers), if no board of directors (or
managers) is created or, if applicable, a committee of the board of directors (or managers)
of the Additional Borrower:

(i) approving the terms of, and the transactions contemplated by, the Accession Deed
and the other Interim Finance Documents to which it is party and resolving that it
execute, deliver and perform the Accession Deed and any other Interim Finance
Document to which it is party;

(ii) authorising a specified person or persons to execute the Accession Deed and other
Interim Finance Documents to which it is party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or dispatch all
other documents and notices (including, in relation to an Additional Borrower, any
Drawdown Request) to be signed and/or dispatched by it under or in connection
with the Interim Finance Documents to which it is a party.

(d) Specimen signatures: A specimen of the signature of each person authorised by the
resolutions referred to above in relation to the Interim Finance Documents and related
documents (to the extent such person will execute an Interim Finance Document).

(e) Formalities certificates: A certificate from the Additional Borrower (signed by an

authorised signatory):

(i) certifying that each copy document relating to it specified in paragraphs (b) and
(c) above is correct, complete and (to the extent executed) in full force and effect
and has not been amended or superseded as at a date no earlier than the date of the
Accession Deed; and

(ii) confirming that, subject to the Agreed Security Principles, borrowing or securing,
(as appropriate), the Total Interim PIK Facility Commitments would not cause any
borrowing, security or similar limit binding on it (as relevant) to be exceeded.

(f) Legal Opinions: Legal opinion(s) addressed to the Interim PIK Facility Agent, the Interim
PIK Security Agent and the Interim PIK Lenders (as at the date of the opinion) from its
legal advisers or, where customary in the relevant jurisdiction of the Additional Borrower
or its shareholder, the Additional Borrower's legal advisers on enforceability of the
Accession Deed and each Interim Security Document and the capacity of the Obligor or
shareholder security provider provided that in respect of an Additional Borrower or
shareholder security provider incorporated in the same jurisdiction as an Original Obligor
or any previous Additional Borrower, any such opinion shall be deemed to be in form and
substance satisfactory to the Interim Finance Parties if delivered in substantially the same
form as any equivalent opinion delivered under Section 3 (Legal Opinions) of Part I
(Conditions Precedent to Signing) of Schedule 3 (Conditions Precedent).

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 (g) Process Agent: If the proposed Additional Borrower is incorporated in a jurisdiction other
than England and Wales, evidence that the process agent specified in Clause 30.4 (Service
of Process), if not an Obligor, has accepted its appointment in relation to the proposed
Additional Borrower.

(h) KYC: a copy of any document reasonably necessary to satisfy any Interim PIK Lender's
"know your customer" requirements in relation to the Additional Borrower under
applicable laws and regulations, to the extent that any such document has been requested
by written notice from the Interim PIK Facility Agent to the Additional Borrower on or
prior to the date that is three (3) Business Days prior to the date of the Accession Deed or,
if later, within three (3) Business Days of the proposed accession of that Additional
Borrower being notified to the Interim PIK Facility Agent.

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 SCHEDULE 4
Major Representations, Undertakings and Events of Default

Part I
Major Representations

1. Status

It is a limited liability company or a corporate partnership limited by shares duly incorporated and
validly existing under the laws of its place of incorporation.

2. Power and authority

(a) Subject to the Reservations, it has (or will have on the relevant date(s)) the power to enter
into and deliver, and to exercise its rights and perform its obligations under, each Interim
Finance Document to which it is or will be a party.

(b) It has (or, by the time of entry into each Interim Finance Document to which it will be a
party, will have) taken all necessary corporate action to authorise the entry into and delivery
of and the performance by it of its obligations under each Interim Finance Document to
which it is or will be party.

(c) It has the power to own its assets and carry on its business as it is being conducted, save to
the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect

3. No conflict

The entry into and delivery of, and the exercise of its rights and the performance of its obligations
under, each Interim Finance Document to which it is a party does not and will not, subject to the
Reservations:

(a) contravene any law, regulation or order to which it is subject in a manner which would have
or be reasonably likely to have a Material Adverse Effect; or

(b) conflict with its constitutional documents in any material respect; or

(c) breach any agreement or document binding upon it or any of its assets, or result in a default
or right of any person to terminate any such agreement or document, or require it to make
any payment to a third party, in each case, in a manner which would have or be reasonably
likely to have a Material Adverse Effect.

4. Obligations binding

Subject to the Reservations and the Perfection Requirements, the obligations expressed to be
assumed by it under each Interim Finance Document to which it is a party constitute its legal, valid,
binding and enforceable obligations.

5. Holding company status

It has not traded, carried on any other business, acquired any assets or incurred any liabilities or
commitments other than:

(a) establishment and administration costs;

(b) any Permitted Transaction;

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 (c) Tax liabilities and other customary assets, rights, commitments and liabilities for a holding
company;

(d) the payment of any fees, costs and expenses, stamp, registration, land and other taxes
incurred in connection with the Transaction or the Transaction Documents;

(e) in connection with any arrangements entered into (or proposed to be entered into) for the
purpose of financing or executing the Transaction and/or refinancing amounts outstanding
under the Interim Finance Documents; and

(f) ownership of shares in its Subsidiaries and other assets acquired pursuant to the Transaction
Documents, intra-group debit and credit balances (or other intra-Group liabilities) or cash
and cash equivalents or making loans to or borrowing loans from entities as shown in the
Tax Structure Memorandum.

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 Part II
Major Undertakings

1. Acquisitions, mergers and joint ventures

Save for any Permitted Transaction, it will not:

(a) acquire or subscribe for any shares, stocks, securities convertible into share capital, or
ownership interests in any person, or acquire any business, or incorporate any company,
other than in connection with the Acquisition; or

(b) enter into any amalgamation, merger, demerger or reconstruction; or

(c) enter into, invest in or acquire any shares, stocks, securities convertible into share capital,
or other interest in any joint venture or transfer any assets or lend to or guarantee or give
an indemnity for or give security for the obligations of a joint venture or maintain the
solvency of or provide working capital to any joint venture.

2. Negative pledge

It will not create or permit to subsist any Security Interest over any of its assets, other than:

(a) any Security Interest created or evidenced by the Interim Security Documents or the
Transaction Documents;

(b) any netting, balance transfer or set-off arrangement entered into in the ordinary course of
its banking arrangements (including any hedging) for the purpose of netting debit and credit
balances;

(c) security arising under the general business conditions in the ordinary course of day-to-day
business, including with any bank with whom Topco or any Group Company maintains a
banking relationship, including security under the general terms and conditions of those
banks;

(d) security interests over credit balances created or subsisting pursuant to or in connection
with cash pooling arrangements;

(e) security required to be provided pursuant to any Applicable Securities Law in connection
with the Acquisition;

(f) any lien arising by operation of law or in the ordinary course of day-to-day business and
not as a result of a default by a Group Company;

(g) any Security Interest arising under any Permitted Transaction; and

(h) any Security Interest arising under or in connection with the Long-term Financing
Agreements.

3. Indebtedness

It will not incur or allow to remain outstanding any financial indebtedness, other than:

(a) financial indebtedness incurred under the Transaction Documents;

(b) any financial indebtedness in relation to a Permitted Transaction or to facilitate a Permitted

Payment;

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 (c) to the extent drawn down to refinance amounts outstanding under the Interim Finance
Documents in full, financial indebtedness under the Long-term Financing Agreements;

(d) any Subordinated Shareholder Liabilities;

(e) loans made in the ordinary course of intra-Group cash pooling arrangements;

(f) any financial indebtedness arising under any non-speculative hedging transaction; and

(g) intra-Group financial indebtedness.

4. Disposals

Other than pursuant to (i) any Security Interest not prohibited pursuant to paragraph 2 (Negative
pledge) above or (ii) any Permitted Transaction:

(a) Topco will not dispose of any of its shares in the capital of the Company or any receivables
owed to it by the Company; and

(b) the Company will not dispose of any of its shares in the capital of Midco.

5. Distributions

It will not:

(a) declare, make or pay, directly or indirectly, any dividend, or make any other distribution,
or pay any interest or other amounts, whether in cash or otherwise, on or in respect of its
share capital or any class of its share capital, repay or distribute any share premium reserve,
or make any other payment to its shareholders; or

(b) redeem, purchase, defease, retire or repay any of its share capital; or

(c) pay any fee (or make any similar payment) to or to the order of any of its Holding
Companies which is not a Group Company, the Sponsor Investors or any of their Affiliates;
or

(d) repay or pay any interest or other return on or in respect of any financial indebtedness (other
than under the Interim Finance Documents),

except any payment or transaction which is a Permitted Payment or any payment made or
transaction entered into to facilitate a Permitted Payment.

6. Guarantees

Save for any Permitted Transaction, it shall not incur or allow to remain outstanding any guarantee
in respect of financial indebtedness other than as may arise under or in connection with any financial
indebtedness permitted under paragraph 3 (Indebtedness) above.

7. Loans out

Save for any Permitted Transaction, it shall not be a creditor in respect of financial indebtedness
other than as may arise under the Interim Finance Documents or the Subordinated Shareholder
Documents and loans made to another Group Company, any credit balance held with any bank or
financial institution, or any loan made for the purpose of, or to facilitate the making of, a Permitted
Payment.

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8. Offer / Scheme Undertakings

(a) The Company shall procure that Bidco shall:

(i) not amend or waive any material term or condition relating to the Acquisition from
that set out in the draft Announcement delivered to the Interim PIK Facility Agent
in accordance with paragraph 4 of Part I (Conditions Precedent to Signing) of
Schedule 3 (Conditions Precedent), in a manner which would be materially
adverse to the interests of the Interim PIK Lenders (taken as a whole) under the
Interim Finance Documents, other than any amendment or waiver:

(A) required or requested by any Relevant Regulator or reasonably determined

by Bidco as being necessary or desirable to comply with the requirements
or requests (as applicable) of any Relevant Regulator or any Applicable
Securities Laws;

(B) to change the purchase price (or any amendment or waiver of any written
agreement related thereto) in connection with the Acquisition;

(C) extending the period in which holders of the shares in the Target may
accept the terms of the Scheme or (as the case may be) the Offer (including
by reason of the adjournment of any meeting or court hearing);

(D) to the extent it relates to a term or condition to the Acquisition which

Bidco reasonably considers that it would not be entitled, in accordance
with Rule 13.5(a) of the City Code, to invoke so as to cause the
Acquisition not to proceed, to lapse or to be withdrawn (and the other
conditions to the Acquisition have been, or will contemporaneously be,
satisfied or waived, as permitted under this Clause);

(E) required to allow the Acquisition to switch from being effected by way of
an Offer to a Scheme or from a Scheme to an Offer; and/or

(F) made with the consent of the Majority Interim Lenders (such consent not
to be unreasonably withheld, conditioned or delayed);

(ii) comply in all material respects with the City Code (subject to any waiver or
dispensation of any kind granted by, or as a result of any requirements of, any
Relevant Regulator or any Applicable Securities Laws) relating to the Acquisition,
save where non-compliance would not be materially adverse to the interests of the
Interim PIK Lenders (taken as a whole) under the Interim Finance Documents; and

(iii) not take any steps as a result of which any member of the Group is obliged to make
a mandatory offer under Rule 9 of the City Code.

(b) If the Acquisition is effected by way of an Offer, the Company shall procure that Bidco
shall not reduce the Acceptance Condition to lower than the Minimum Acceptance
Condition, other than with the consent of all of the Interim PIK Lenders (such consent not
to be unreasonably withheld, conditioned or delayed).

(c) The Company shall procure that Bidco shall:

(i) (if the Acquisition is being effected by way of the Scheme), within sixty (60) days
of the Scheme Effective Date, use all reasonable endeavours to procure that such
action as is necessary is taken to procure (except to the extent prevented by, and
subject always to, any Applicable Securities Law or any Relevant Regulator) that
the Target is re-registered as a private limited company; and

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 (ii) (if the Acquisition is being effected by way of an Offer), within sixty (60) days of
the later of:

(A) the Interim Closing Date; and

(B) the date upon which Bidco (directly or indirectly) owns shares in the
Target (excluding any shares held in treasury), which, when aggregated
with all other shares in the Target owned directly or indirectly by Bidco,
represent not less than 75 per cent. of the voting rights attributable to the
capital of the Target which are then exercisable at a general meeting of the
Target (excluding any shares held in treasury),

procure that such action as is necessary is taken to procure (except to the extent
prevented by, and subject always to, any Applicable Securities Law or any
Relevant Regulator) that the Target is re-registered as a private limited company.

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 Part III
Major Events of Default

1. Payment default

Following the Interim Closing Date, the Obligors do not pay on the due date any amount payable
by them under the Interim Finance Documents (in so far as it relates to the payment of principal
and/or interest and/or the fees specified in paragraph 2 of the PIK Closing Payment Letter) in the
manner required under the Interim Finance Documents unless, in the case of principal or interest,
payment is made with three (3) Business Days of the due date and, in the case of the fees specified
in paragraph 2 of the PIK Closing Payment Letter, payment is made within five (5) Business Days
of the due date.

2. Breach of other obligations

The Obligors do not comply with any Major Undertaking (other than those referred to in paragraph
1 (Payment default) above) or Topco does not comply with the Major Undertaking at sub-paragraph
(a) of paragraph 4 (Disposals) of Part II (Major Undertakings) of Schedule 4 (Major
Representations, Undertakings and Events of Default) and, if capable of remedy, the same is not
remedied within twenty-one (21) Business Days of receiving written notice from the Interim PIK
Facility Agent notifying it of non-compliance.

3. Misrepresentation

A Major Representation is incorrect or misleading in any material respect when made and, if capable
of remedy, the same is not remedied within twenty-one (21) Business Days of receiving written
notice from the Interim PIK Facility Agent notifying it of such misrepresentation.

4. Invalidity/repudiation

Any of the following occurs:

(a) subject to the Reservations and the Perfection Requirements, any material obligation of the
Obligors or Topco under any Interim Finance Document is or becomes invalid or
unenforceable, in each case, in a manner which is materially adverse to the interests of the
Interim PIK Lenders (taken as a whole) under the Interim Finance Documents;

(b) subject to the Reservations and the Perfection Requirements, it is or becomes unlawful in
any applicable jurisdiction for the Obligors or Topco to perform any of their material
obligations under any Interim Finance Document, in each case, in a manner which is
materially adverse to the interests of the Interim PIK Lenders (taken as a whole) under the
Interim Finance Documents; or

(c) any of the Obligors or Topco repudiates or rescinds an Interim Finance Document and such
repudiation or rescission is materially adverse to the interests of the Interim PIK Lenders
(taken as a whole) under the Interim Finance Documents,

and, in each case, where capable of remedy, the circumstances are not remedied within twenty-one
(21) Business Days of receiving a written notice from the Interim PIK Facility Agent notifying it of
that failure.

5. Insolvency

Any Obligor or Topco:

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 (a) is unable to pay its debts as they fall due (other than solely as a result of liabilities exceeding
assets) or suspends making payments on all or a material part of its debts or publicly
announces in writing an intention to do so; or

(b) by reason of actual or anticipated financial difficulties commences negotiations with its
financial creditors generally (excluding the Interim Finance Parties) with a view to
rescheduling of its indebtedness generally.

6. Insolvency proceedings

(a) Any of the following occurs in respect of any of the Obligors or Topco:

(i) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,

examiner, receiver, administrative receiver, administrator or similar officer is
appointed in respect of it or any of its material assets; or

(ii) an application for the judicial winding-up or its liquidation,

or any analogous proceedings in any jurisdiction.

(b) Paragraph (a) above shall not apply to:

(i) any proceedings or actions which are contested in good faith and discharged,
stayed or dismissed within twenty-eight (28) days of commencement;

(ii) any petition or similar presented by a creditor which is:

(A) being contested in good faith and due diligence and the relevant entity has
demonstrated to the Interim PIK Facility Agent (acting reasonably and in
good faith) that it has sufficient financial means to meet the amount of the
claim requested by the creditor;

(B) in the opinion of the Obligors' Agent (acting reasonably and in good faith),
frivolous and vexatious; or

(C) discharged within twenty-one (21) Business Days, or

(iii) any step or other matter set out in or contemplated by the Tax Structure
Memorandum (other than any exit steps described therein).

7. Similar events elsewhere

There occurs in relation to any Obligor or Topco or any of its assets in any country or territory in
which it is incorporated or carries on business or to the jurisdiction of whose courts it or any of its
assets are subject, any event or circumstance which corresponds to any of those mentioned in
paragraphs 5 (Insolvency) or 6 (Insolvency proceedings) above.

8. Change of control

(a) The Equity Investors together cease to beneficially own (directly or indirectly) equity share
capital having the right to cast more than fifty (50) per cent. of the votes capable of being
cast in general meetings of the Company.

(b) The Equity Investors together cease to be able to appoint (directly or indirectly) a majority
of the board of directors (or equivalent management body) of the Company.

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 (c) Topco ceases to beneficially own (directly) all of the issued equity share capital of the
Company, provided that any shares issued to a Rollover Investor shall not for the purposes
of this paragraph 8 constitute a Change of Control.

(d) At any time after the Interim Closing Date, Bidco ceases to beneficially own (directly or
indirectly) the Target Shares which were acquired on such Interim Closing Date pursuant
to the terms and conditions of the Offer or Scheme (as applicable).

(e) Any sale of all or substantially all the assets of the Group (taken as a whole) to persons who
are not Group Companies.

(f) For the purpose of this Agreement, "Equity Investors" means:

(i) the Sponsor Investors;

(ii) management and employees of the Group having a direct or indirect interest in the
Group (whether pursuant to an incentive scheme or otherwise), together with any
other persons having a direct or indirect interest in the Group pursuant to an
incentive or similar scheme or arrangement;

(iii) Rollover Investors; and

(iv) any other person approved by the Majority Interim Lenders (acting reasonably).

(g) For the purpose of this paragraph 8:

(i) any step, matter or transaction entered into in order to effect a Permitted
Transaction under paragraph (c) of the definition thereof shall not constitute a
Major Event of Default; and

(ii) any issue of shares by the Company to current or prospective employees or officers
of the Group for the purposes of facilitating such current or prospective employees
or officers rollover investment in the Group shall not constitute a Major Event of
Default provided that (i) such roll over occurs on an intra-day basis and (ii) from
the Business Day following such rollover, the test in paragraph (c) above shall
continue to apply.

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 SCHEDULE 5
Impairment and Replacement of Interim Finance Parties

Part I
Impaired Agent

1. Impaired Agent

(a) If, at any time, an Agent becomes an Impaired Agent, the Obligors' Agent, an Obligor or
an Interim PIK Lender which is required to make a payment under the Interim Finance
Documents to the Agent in accordance with Clause 12 (Payments) or otherwise under an
Interim Finance Document may instead either pay that amount direct to the required
recipient or pay that amount to an interest bearing account held with an Acceptable Bank
in relation to which no Insolvency Event has occurred and is continuing, in the name of the
Obligors' Agent or the Obligor or the Interim PIK Lender making the payment and
designated as a trust account for the benefit of the Party or Parties beneficially entitled to
that payment under the Interim Finance Documents. In each case such payments must be
made on the due date for payment under the Interim Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the
benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this paragraph 1 shall be discharged
of the relevant payment obligation under the Interim Finance Documents and shall not take
any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with paragraph 3
(Replacement of an Agent) below, each Party which has made a payment to a trust account
in accordance with this paragraph 1 shall give all requisite instructions to the bank with
whom the trust account is held to transfer the amount (together with any accrued interest)
to the successor Agent for distribution in accordance with Clause 18.1 (Recoveries).

(e) A Party which has made a payment in accordance with paragraph 1 shall, promptly upon
request by a recipient and to the extent:

(i) that it has not given an instruction pursuant to paragraph (d) above; and

(ii) that it has been provided with the necessary information by that recipient,

give all requisite instructions to the bank with whom the trust account is held to transfer the
relevant amount (together with any accrued interest) to that recipient.

2. Communication when an Agent is an Impaired Agent

If an Agent is an Impaired Agent, the Parties may, instead of communicating with each other through
that Agent, communicate with each other directly and (while an Agent is an Impaired Agent) all the
provisions of the Interim Finance Documents which require communications to be made or notices
to be given to or by the Agents shall be varied so that communications may be made and notices
given to or by the relevant Parties directly. This provision shall not operate after a replacement
Agent has been appointed.

3. Replacement of an Agent

(a) The Majority Interim Lenders or the Obligors' Agent may by giving ten (10) days' notice
to an Agent which is an Impaired Agent replace that Agent by appointing a successor Agent
(which shall be acting through an office in the United Kingdom).

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 (b) The retiring Agent shall (at its own cost, and otherwise at the expense of the Interim PIK
Lenders):

(i) make available to the successor Agent such documents and records and provide
such assistance as the successor Agent may reasonably request for the purposes of
performing its functions as Agent under the Interim Finance Documents; and

(ii) enter into and deliver to the successor Agent those documents and effect any
registrations and notifications as may be required for the transfer or assignment of
all its rights and benefits under the Interim Finance Documents to the successor
Agent.

(c) An Obligor must take any action and enter into and deliver any document which is
necessary to ensure that any Interim Security Document provides for effective and
perfected Interim Security in favour of any successor Agent.

(d) The appointment of the successor Agent shall take effect on the date specified in the notice
from the Majority Interim Lenders or the Obligors' Agent to the retiring Agent. As from
this date, the retiring Agent shall be discharged from any further obligation in respect of
the Interim Finance Documents (and any agency fees for the account of the retiring Agent
shall cease to accrue from (and shall be payable on) that date).

(e) Any successor Agent and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an
original Party.

(f) An Agent (the "Relevant Agent") shall resign and the Majority Interim Lenders shall
replace the Interim PIK Facility Agent in accordance with paragraph (a) above if on or after
the date which is three months before the earliest FATCA Application Date relating to any
payment to the Relevant Agent under the Interim Finance Documents, either:

(i) the Relevant Agent fails to respond to a request under Clause 10.8 (FATCA
information) and the Obligors' Agent or an Interim PIK Lender reasonably believes
that the Relevant Agent will not be (or will have ceased to be) a FATCA Exempt
Party on or after that FATCA Application Date;

(ii) the information supplied by the Relevant Agent pursuant to Clause 10.8 (FATCA
information) indicates that the Relevant Agent will not be (or will have ceased to
be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Relevant Agent notifies the Obligors' Agent and the Interim PIK Lenders that
the Relevant Agent will not be (or will have ceased to be) a FATCA Exempt Party
on or after that FATCA Application Date;

and (in each case) the Obligors' Agent or an Interim PIK Lender reasonably believes that a
Party will be required to make a FATCA Deduction that would not be required if the
Relevant Agent were a FATCA Exempt Party, and the Obligors' Agent or that Interim PIK
Lender, by notice to the Relevant Agent, requires it to resign.

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 Part II
Defaulting Lender

1. For so long as a Defaulting Lender has any undrawn Interim PIK Facility Commitment, in
ascertaining (i) the Majority Interim Lenders; or (ii) whether any given percentage (including, for
the avoidance of doubt, unanimity) of the Total Interim PIK Facility Commitments under the
relevant Interim PIK Facility/ies or the agreement of any specified group of Interim PIK Lenders
has been obtained to approve any request for a consent, waiver, amendment or other vote of Interim
PIK Lenders under the Interim Finance Documents, that Defaulting Lender's Interim PIK Facility
Commitments under the relevant Interim PIK Facility/ies will be reduced by the amount of its
undrawn Interim PIK Facility Commitments under the relevant Interim PIK Facility/ies and, to the
extent that that reduction results in that Defaulting Lender's Total Interim PIK Facility
Commitments being zero, that Defaulting Lender shall be deemed not to be an Interim PIK Lender
for the purposes of (i) and (ii) above.

2. For the purposes of paragraph 1 above, the Interim PIK Facility Agent may assume that the
following Interim PIK Lenders are Defaulting Lenders:

(a) any Interim PIK Lender which has notified the Interim PIK Facility Agent that it has
become a Defaulting Lender;

(b) any Interim PIK Lender in relation to which it is aware that any of the events or
circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender
has occurred,

unless it has received notice to the contrary from the Interim PIK Lender concerned (together with
any supporting evidence reasonably requested by the Interim PIK Facility Agent) or the Interim PIK
Facility Agent is otherwise aware that the Interim PIK Lender has ceased to be a Defaulting Lender.

3. Without prejudice to any other provision of this Agreement, the Agents may disclose and, on the
written request of the Obligors' Agent or the Majority Interim Lenders, shall, as soon as reasonably
practicable, disclose the identity of a Defaulting Lender to the Obligors' Agent and to the other
Interim Finance Parties.

4. If any Interim PIK Lender becomes a Defaulting Lender, the Obligors' Agent may, at any time
whilst the Interim PIK Lender continues to be Defaulting Lender, give the Interim PIK Facility
Agent three (3) Business Days' notice of cancellation of all or any part of each undrawn Interim PIK
Facility Commitment of that Interim PIK Lender.

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 Part III
Replacement of an Interim PIK Lender / Increase

1. Replacement of an Interim PIK Lender

(a) If at any time:

(i) any Interim Finance Party becomes or is a Non-Consenting Lender (as defined in
paragraph (d) below); or

(ii) an Obligor becomes obliged to repay any amount in accordance with Clause 11.3
(Illegality) or to pay additional amounts pursuant to Clause 10.1 (Gross-up),
Clause 10.3 (Tax indemnity) or Clause 11.1 (Increased Costs) to any Interim
Finance Party; or

(iii) any Interim Finance Party invokes the benefit of Clause 9 (Market Disruption); or

(iv) any Interim Finance Party becomes or is a Defaulting Lender,

then the Obligors' Agent may, on no less than five (5) Business Days' prior written notice
(a "Replacement Notice") to the Interim PIK Facility Agent and such Interim Finance
Party (a "Replaced Lender"):

(A) replace a participation of such Replaced Lender by requiring such

Replaced Lender to (and such Replaced Lender shall) transfer pursuant to
Clause 24 (Changes to Parties) on such dates as specified in the
Replacement Notice all or part of its rights and obligations under this
Agreement to an Interim PIK Lender constituting a New Interim PIK
Lender under Clause 24.2 (Transfers by Interim PIK Lenders) (a
"Replacement Lender") selected by the Obligors' Agent, which confirms
its (or their) willingness to assume and does assume all or part of the
obligations of the Replaced Lender (including the assumption of the
Replaced Lender's participations or unfunded or undrawn participations
(as the case may be) on the same basis as the Replaced Lender) for a
purchase price in cash payable at the time of transfer in an amount equal
to the applicable outstanding principal amount of such Replaced Lender's
participation in the outstanding Interim PIK Loans and all related accrued
interest, Break Costs and other amounts payable in relation thereto under
the Interim Finance Documents in respect of such transferred
participation; and/or

(B) prepay on such dates as specified in the Replacement Notice all or any
part of such Interim PIK Lender's participation in the outstanding Interim
PIK Loans and all related accrued interest, Break Costs and other amounts
payable in relation thereto under the Interim Finance Documents in respect
of such participation; and/or

(C) cancel all or part of the undrawn Interim PIK Facility Commitments of
that Replaced Lender on such dates as specified in the Replacement
Notice.

(b) Any notice delivered under paragraph (a) above (or any subsequent notice for this purpose,
as applicable) may be accompanied by a Transfer Certificate complying with Clause 24.5
(Procedure for transfer) and/or an Assignment Agreement complying with Clause 24.6
(Procedure for assignment) and any other related documentation to effect the transfer or
assignment, which Transfer Certificate, Assignment Agreement and any other related
documentation to effect the transfer or assignment (if attached) shall be promptly (and by

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 no later than three (3) Business Days from receiving such Transfer Certificate, Assignment
Agreement and any other related documentation) executed by the relevant Replaced Lender
and returned to the Obligors' Agent.

(c) Notwithstanding the requirements of Clause 24 (Changes to Parties) or any other

provisions of the Interim Finance Documents, if a Replaced Lender does not execute and/or
return a Transfer Certificate, an Assignment Agreement and any other related
documentation to effect the transfer or assignment as required by paragraph (b) above
within three (3) Business Days of delivery by the Obligors' Agent, the relevant transfer or
transfers or assignment and assignments shall automatically and immediately be effected
for all purposes under the Interim Finance Documents on payment of the replacement
amount to the Interim PIK Facility Agent (for the account of the relevant Replaced Lender),
and the Interim PIK Facility Agent may (and is authorised by each Interim Finance Party
to) execute, without requiring any further consent or action from any other party, a Transfer
Certificate, Assignment Agreement and any other related documentation to effect the
transfer or assignment on behalf of the relevant Replaced Lender which is required to
transfer its rights and obligations or assign its rights under this Agreement pursuant to
paragraph (a) above which shall be effective for the purposes of Clause 24.5 (Procedure
for transfer) and Clause 24.6 (Procedure for assignment). The Interim PIK Facility Agent
shall not be liable in any way for any action taken by it pursuant to this paragraph 1 and,
for the avoidance of doubt, the provisions of Clause 17.4 (Exoneration of the Arrangers
and the Agents) shall apply in relation thereto.

(d) If the Obligors' Agent or the Interim PIK Facility Agent (at the request of the Obligors'
Agent) has requested the Interim PIK Lenders to give a consent in relation to, or to agree
to a release, waiver or amendment of, any provisions of the Interim Finance Documents or
other vote of the Interim PIK Lenders under the terms of this Agreement, where the
requested consent, release, waiver or amendment is one which requires greater than
Majority Interim Lender consent pursuant to this Agreement and has been agreed to by the
Majority Interim Lenders, then any Interim PIK Lender who has not consented or agreed
(or fails to reject) to such request by the end of the period of ten (10) Business Days (or any
other period of time notified by the Obligors' Agent, with the prior agreement of the Interim
PIK Facility Agent if the period for this provision to operate is less than ten (10) Business
Days) of a request being made such Interim PIK Lender shall be deemed a "Non-
Consenting Lender".

(e) If any Non-Consenting Lender fails to assist with any step required to implement the
Obligors' Agent's right to prepay that Non-Consenting Lender or to replace that Non-
Consenting Lender pursuant to this paragraph 1 within three (3) Business Days of a request
to do so by the Obligors' Agent, then that Non-Consenting Lender shall be automatically
excluded from participating in that vote, and its participations, Interim PIK Facility
Commitments and vote (as the case may be) shall not be included (or, as applicable,
required) with the Total Interim PIK Facility Commitments or otherwise when ascertaining
whether the approval of Majority Interim Lenders, all Interim PIK Lenders, or any other
class of Interim PIK Lenders (as applicable) has been obtained with respect to that request
for a consent or agreement; and its status as an Interim PIK Lender shall be disregarded for
the purpose of ascertaining whether the agreement or any specified group of Interim PIK
Lenders has been obtained to approve the request.

2. Increase

(a) The Obligors' Agent may by giving prior notice to the Interim PIK Facility Agent after the
effective date of a cancellation of:

(i) the undrawn Interim PIK Facility Commitments of a Defaulting Lender in

accordance with paragraph 3 of Part II (Defaulting Lender) of this Schedule 5; or

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 (ii) the Interim PIK Facility Commitments of an Interim PIK Lender in accordance
with Clause 11.3 (Illegality) or paragraph 1 (Replacement of an Interim PIK
Lender) above,

request that the Interim PIK Facility Commitments relating to any Interim PIK Facility be
increased (and the Interim PIK Facility Commitments relating to that Interim PIK Facility
shall be so increased) up to the amount of the undrawn Interim PIK Facility Commitments
or Interim PIK Facility Commitments relating to that Interim PIK Facility so cancelled as
described in the following paragraphs.

(b) Following a request as described in paragraph (a) above:

(i) the increased Interim PIK Facility Commitments will be assumed by one or more
Interim PIK Lenders or other banks, financial institutions, trusts, funds or other
entities (each an "Increase Lender") selected by the Obligors' Agent and each of
which confirms in writing (whether in the relevant Increase Confirmation or
otherwise) its willingness to assume and does assume all the obligations of an
Interim PIK Lender corresponding to that part of the increased Interim PIK Facility
Commitments which it is to assume, as if it had been an Original Interim PIK
Lender;

(ii) each of the Obligors and any Increase Lender shall assume obligations towards
one another and/or acquire rights against one another as the Obligors and the
Increase Lender would have assumed and/or acquired had the Increase Lender
been an Original Interim PIK Lender;

(iii) each Increase Lender shall become a Party as an Interim PIK Lender and any
Increase Lender and each of the other Interim Finance Parties shall assume
obligations towards one another and acquire rights against one another as that
Increase Lender and those Interim Finance Parties would have assumed and/or
acquired had the Increase Lender been an Original Interim PIK Lender;

(iv) the Interim PIK Facility Commitments of the other Interim PIK Lenders shall
continue in full force and effect; and

(v) any increase in the Interim PIK Facility Commitments relating to an Interim PIK
Facility shall take effect on the date specified by the Obligors' Agent in the notice
referred to above or any later date on which the conditions set out in paragraph (c)
below are satisfied.

(c) An increase in the Interim PIK Facility Commitments relating to an Interim PIK Facility
will only be effective on:

(i) the execution by the Interim PIK Facility Agent of an Increase Confirmation from
the relevant Increase Lender;

(ii) in relation to an Increase Lender which is not an Interim PIK Lender immediately
prior to the relevant increase the Interim PIK Facility Agent being satisfied that it
has complied with all necessary "know your customer" or other similar checks
under all applicable laws and regulations in relation to the assumption of the
increased Interim PIK Facility Commitments by that Increase Lender. The Interim
PIK Facility Agent shall promptly notify the Obligors' Agent and the Increase
Lender upon being so satisfied.

(d) Each Increase Lender, by executing the Increase Confirmation, confirms that the Interim
PIK Facility Agent has authority to execute on its behalf any amendment or waiver that has
been approved by or on behalf of the requisite Interim PIK Lender or Interim PIK Lenders

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 in accordance with this Agreement on or prior to the date on which the increase becomes
effective.

(e) The Interim PIK Facility Agent shall, as soon as reasonably practicable after it has executed
an Increase Confirmation, send to the Obligors' Agent a copy of that Increase Confirmation.

(f) Clause 24.4 (Limitation of responsibility of Existing Interim PIK Lenders) shall apply
mutatis mutandis in this paragraph 2 in relation to an Increase Lender as if references in
that Clause to:

(i) an "Existing Interim PIK Lender" were references to all the Interim PIK Lenders
immediately prior to the relevant increase;

(ii) the "New Interim PIK Lender" were references to that Increase Lender; and

(iii) a "re-transfer" and "re-assignment" were references to respectively a transfer and

assignment.

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 Part IV
Form of Increase Confirmation

To: [●] as Interim PIK Facility Agent, [●] as Interim PIK Security Agent and [●] as Borrower

From: [●] (the "Increase Lender")

Dated: [●]

Cobham Ultra PIKCo S.à r.l. – Interim PIK Facility Agreement dated [●] (as amended and/or restated
from time to time) (the "Interim PIK Facility Agreement")

1. We refer to the Interim PIK Facility Agreement. This agreement (the Agreement) shall take effect
as an Increase Confirmation for the purpose of the Interim PIK Facility Agreement. Terms defined
in the Interim PIK Facility Agreement have the same meaning in this Agreement unless given a
different meaning in this Agreement.

2. We refer to paragraph 2 (Increase) of Part III (Replacement of an Interim PIK Lender / Increase) of
Schedule 5 (Impaired Agent, Replacement of an Agent, Defaulting Lender, Replacement of an
Interim PIK Lender / Increase,) of the Interim PIK Facility Agreement.

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the
Interim PIK Facility Commitment specified in the Schedule (the "Relevant Commitment") as if it
was an Original Interim PIK Lender under the Interim PIK Facility Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant
Commitment is to take effect (the "Increase Date") is [●].

5. On the Increase Date, the Increase Lender becomes party to the relevant Interim Finance Documents
as an Interim PIK Lender.

6. The Facility Office, address, email address and attention details for notices to the Increase Lender
for the purposes of Clause 20.1 (Mode of service) of the Interim PIK Facility Agreement are set out
in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Interim PIK Lenders' obligations
referred to in paragraph (f) of paragraph 2 (Increase) of Part III (Replacement of an Interim PIK
Lender / Increase) of Schedule 5 (Impairment and Replacement of Interim Finance Parties) of the
Interim PIK Facility Agreement.

8. The Increase Lender confirms, for the benefit of the Interim PIK Facility Agent, that it is:

(a) [not a Qualifying Interim Lender;]

(b) [a Qualifying Interim Lender (other than a Treaty Interim Lender);]

(c) [a Treaty Interim Lender (assuming the completion of any procedural formalities and
clearances)].

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

10. This Agreement and any non-contractual obligations arising out of or in connection with it are
governed by English law.

11. This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Note: The execution of this Increase Confirmation may not be sufficient for the Increase Lender to
obtain the benefit of the Interim Security in all jurisdictions. It is the responsibility of the
Increase Lender to ascertain whether any other documents or other formalities are required
to obtain the benefit of the Interim Security in any jurisdiction and, if so, to arrange for
execution of those documents and completion of those formalities.

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 The Schedule to the Increase Confirmation

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[INSERT RELEVANT DETAILS]

[Facility office address, email address and attention details for notices and account details for payments]

_______________________________
[Increase Lender]

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Interim PIK Facility
Agreement by the Interim PIK Facility Agent.

_______________________________
[Interim PIK Facility Agent]

By:

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 Part V
Definitions

Capitalised terms in this Schedule 5 shall have the meanings ascribed to such terms in Schedule 1
(Definitions and Interpretation) and this Part V, as applicable.

"Acceptable Bank" means a bank or financial institution which has a long term credit rating of at least BBB-
by Standard & Poor's Rating Services or Fitch Ratings Ltd or at least Baa3 by Moody's Investor Services
Limited or a comparable rating from an internationally recognised credit rating agency; or any Interim
Finance Party or any Affiliate of an Interim Finance Party.

"Defaulting Lender" means any Interim PIK Lender:

(a) which has failed to make its participation in an Interim PIK Loan available (or has notified the
Interim PIK Facility Agent or the Obligors' Agent (which has notified the Interim PIK Facility
Agent) that it will not make its participation in an Interim PIK Loan available) by the Drawdown
Date of that Interim PIK Loan in accordance with Clause 6.3 (Advance of Interim PIK Loans) or
which has failed to provide cash collateral;

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

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

"Impaired Agent" means an Agent at any time when:

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

(b) the Agent otherwise rescinds or repudiates an Interim Finance Document;

(c) (if the Agent is also an Interim PIK Lender) it is a Defaulting Lender under paragraphs (a) or (b) of
the definition of Defaulting Lender; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent,

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

(i) its failure to pay is caused by administrative or technical error or a Disruption Event and
payment is made within three (3) Business Days of its due date; or

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

"Increase Confirmation" means a confirmation substantially in the form set out in Part IV (Form of
Increase Confirmation) of this Schedule 5.

"Insolvency Event" in relation to an entity means that the entity:

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

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

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

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary
insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or

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 organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar
law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or
such regulator, supervisor or similar official;

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

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

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

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking
Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the
Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

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

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

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

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

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

"Non-Consenting Lender" has the meaning given to that term in paragraph (d) of paragraph 1 (Replacement
of an Interim PIK Lender) of Part III (Replacement of an Interim PIK Lender / Increase) of this Schedule 5.

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 SCHEDULE 6
Form of Transfer Certificate

To: [●] as Interim PIK Facility Agent

From: [●] (the "Existing Interim PIK Lender") and [●] (the "New Interim PIK Lender")

Dated: [●]

Cobham Ultra PIKCo S.à r.l. – Interim PIK Facility Agreement dated [●] (as amended and/or restated
from time to time) (the "Interim PIK Facility Agreement")

1. We refer to the Interim PIK Facility Agreement. This is a Transfer Certificate. Terms defined in the
Interim PIK Facility Agreement have the same meaning in this Transfer Certificate unless given a
different meaning in this Transfer Certificate.

2. We refer to Clause 24.5 (Procedure for transfer) of the Interim PIK Facility Agreement:

(a) subject to paragraph (b) of clause 24.2, the Existing Interim PIK Lender and the New
Interim PIK Lender agree to the Existing Interim PIK Lender transferring to the New
Interim PIK Lender by novation all or part of the Existing Interim PIK Lender's Interim
PIK Facility Commitments, rights and obligations referred to in the Schedule in accordance
with Clause 24.5 (Procedure for transfer) of the Interim PIK Facility Agreement.

(b) The proposed Transfer Date is [●].

(c) The Facility Office and address, email address and attention details for notices of the New
Interim PIK Lender for the purposes of Clause 20.1 (Mode of service) of the Interim PIK
Facility Agreement are set out in the Schedule.

3. The New Interim PIK Lender expressly acknowledges the limitations on the Existing Interim PIK
Lender's obligations set out in paragraph (c) of Clause 24.4 (Limitation of responsibility of Existing
Interim PIK Lenders) of the Interim PIK Facility Agreement.

4. The New Interim PIK Lender confirms that it is:

(a) [not a Qualifying Interim Lender;]

(b) [a Qualifying Interim Lender (other than a Treaty Interim Lender);]

(c) [a Qualifying Interim Lender by virtue of being a Treaty Interim Lender (assuming the
completion of any procedural formalities)].

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

6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it
are governed by English law.

7. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer
Certificate.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the
Existing Interim PIK Lender's interest in the Interim Security in all jurisdictions. It is the
responsibility of the New Interim PIK Lender to ascertain whether any other documents or
other formalities are required to perfect a transfer of such a share in the Existing Interim PIK

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 Lender's Interim Security in any jurisdiction and, if so, to arrange for execution of those
documents and completion of those formalities.

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 The Schedule to the Transfer Certificate

Commitment/rights and obligations to be transferred

[INSERT RELEVANT DETAILS]

[Facility office address, email address and attention details for notices and account details for payments]

_______________________________
[Existing Interim PIK Lender]

By:

_______________________________
[New Interim PIK Lender]

By:

This Transfer Certificate is accepted by the Interim PIK Facility Agent and the Transfer Date is confirmed
as [●].

_______________________________
[Interim PIK Facility Agent]

By:

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 SCHEDULE 7
Form of Assignment Agreement

To: [●] as Interim PIK Facility Agent

From: [●] (the "Existing Interim PIK Lender") and [●] (the "New Interim PIK Lender")

Dated: [●]

Cobham Ultra PIKCo S.à r.l. – Interim PIK Facility Agreement dated [●] (as amended and/or restated
from time to time) (the "Interim PIK Facility Agreement")

1. We refer to the Interim PIK Facility Agreement. This is an Assignment Agreement. Terms defined
in the Interim PIK Facility Agreement have the same meaning in this Assignment Agreement unless
given a different meaning in this Assignment Agreement.

2. We refer to Clause 24.6 (Procedure for assignment) of the Interim PIK Facility Agreement.

3. Subject to paragraph (b) of clause 24.2, the Existing Interim PIK Lender assigns absolutely to the
New Interim PIK Lender all the rights of the Existing Interim PIK Lender under the Interim PIK
Facility Agreement, the other Interim Finance Documents and in respect of the Interim Security
which correspond to that portion of the Existing Interim PIK Lender's Interim PIK Facility
Commitments and participations in Interim PIK Loans under the Interim PIK Facility Agreement
as specified in the Schedule;

4. Subject to paragraph (b) of clause 24.2, the Existing Interim PIK Lender is released from all the
obligations of the Existing Interim PIK Lender which correspond to that portion of the Existing
Interim PIK Lender's Interim PIK Facility Commitments and participations in Interim PIK Loans
under the Interim PIK Facility Agreement specified in the Schedule.

5. The New Interim PIK Lender becomes a Party as an Interim PIK Lender and is bound by obligations
equivalent to those from which the Existing Interim PIK Lender is released under paragraph 4 above.

6. The proposed Transfer Date is [●].

7. On the Transfer Date the New Interim PIK Lender becomes Party to the Interim Finance Documents
as an Interim PIK Lender.

8. The New Interim PIK Lender expressly acknowledges the limitations on the Existing Interim PIK
Lender's obligations set out in paragraph (c) of Clause 24.4 (Limitation of responsibility of Existing
Interim PIK Lenders) of the Interim PIK Facility Agreement.

9. This Assignment Agreement acts as notice to the Interim PIK Facility Agent (on behalf of each
Interim Finance Party) and, upon delivery in accordance with Clause 24.8 (Copy of Transfer
Certificate or Assignment Agreement to Obligors' Agent) of the Interim PIK Facility Agreement, to
the Obligors' Agent (on behalf of each Obligor) of the assignment referred to in this Assignment
Agreement.

10. The New Interim PIK Lender confirms that it is:

(a) [not a Qualifying Interim Lender;]

(b) [a Qualifying Interim Lender (other than a Treaty Interim Lender);]

(c) [a Qualifying Interim Lender by virtue of being a Treaty Interim Lender (assuming the
completion of any procedural formalities)].

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11. The Facility Office and address, email address and attention details for notices of the New Interim
PIK Lender for the purposes of Clause 20.1 (Mode of service) of the Interim PIK Facility Agreement
are set out in the Schedule.

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

13. This Assignment Agreement and any non-contractual obligations arising out of or in connection
with it are governed by English law.

14. This Assignment Agreement has been entered into on the date stated at the beginning of this
Assignment Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the
Existing Interim PIK Lender's interest in the Interim Security in all jurisdictions. It is the
responsibility of the New Interim PIK Lender to ascertain whether any other documents or
other formalities are required to perfect a transfer of such a share in the Existing Interim PIK
Lender's Interim Security in any jurisdiction and, if so, to arrange for execution of those
documents and completion of those formalities.

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 The Schedule to the Assignment Agreement

Commitment/rights and obligations to be transferred by assignment, release and accession

[INSERT RELEVANT DETAILS]

[Facility office address, email address and attention details for notices and account details for payments]

_______________________________

[Existing Interim PIK Lender]

By:

_______________________________

[New Interim PIK Lender]

By:

This Assignment Agreement is accepted by the Interim PIK Facility Agent and the Transfer Date is
confirmed as [●].

[Signature of this Assignment Agreement by the Interim PIK Facility Agent constitutes confirmation by the
Interim PIK Facility Agent of receipt of notice of the assignment referred to herein, which notice the Interim
PIK Facility Agent receives on behalf of each Interim Finance Party.]

_______________________________

[Interim PIK Facility Agent]

By:

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 SCHEDULE 8
The Original Interim PIK Lenders

Name of Original Interim PIK Lender Interim PIK Facility Commitment

(£)

WSSS Investments O, S.à r.l. 36,595,248.13

WSSS Investments P, S.à r.l. 45,050,281.12

WSSS (C) Investments O, S.à r.l. 3,595,805.27

WSSS Investments G, S.à r.l. 1,907,066.97

WSSS Investments S, S.à r.l. 2,038,473.06

WSSS Investments D, S.à r.l. 1,696,568.29

Broad Street Credit Holdings Europe S.à r.l. 7,344,223.12

WSSS (CT) Investments O, S.à r.l 1,772,334.04

Carlyle Credit Opportunities Fund II, L.P. 18,750,000

Carlyle Credit Opportunities fund (Parallel) II, SCSP 18,750,000

Carlyle Global Credit Investment Management L.L.C. 37,500,000

KKR-BARMENIA EDL DAC 1,374,000

KKR EDL II (EUR) DAC 3,417,000

KKR EDL II (USD) DAC 6,620,000

KKR-DUS EDL Designated Activity Company 1,375,000

KKR DAF Direct Lending Fund DAC 4,125,000

FS KKR Capital Corp 41,657,000

KKR Credit Opportunities Portfolio 1,432,000

Canyon Global Funding LP 55,000,000

Albacore Partners III Investment Holdings Loan Origination 25,000,000

Designated Activity Company
TOTAL £315,000,000

119 Project Neptune: Interim PIK Facility Agreement

KE 39675-89:114426129.10
 SCHEDULE 9
Accession Deed

To: [●] as Interim PIK Facility Agent

From: [Subsidiary] and [Original Borrower]
Dated: [●]
Dear all
Cobham Ultra PIKCo S.à r.l. – Interim PIK Facility Agreement dated [●] (as amended and/or restated
from time to time) (the "Interim PIK Facility Agreement")

1. We refer to the Interim PIK Facility Agreement. This deed (the Accession Deed) shall take effect as
an Accession Deed for the purposes of the Interim PIK Facility Agreement. Terms defined in the
Interim PIK Facility Agreement have the same meaning in this Accession Deed unless given a
different meaning in this Accession Deed.

2. [Subsidiary] agrees to become an Additional Borrower and to be bound by the terms of the Interim
PIK Facility Agreement and the other Interim Finance Documents as Additional Borrower pursuant
to Clause 24.10 (Additional Borrowers) of the Interim PIK Facility Agreement. [Subsidiary] is a
company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited
[partnership][liability company][and registered number [●]].

3. [Subsidiary's] administrative details for the purposes of the Interim PIK Facility Agreement are as
follows:

Address: [●]

Electronic mail address: [●]

Attention: [●]

4. This Accession Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.

THIS ACCESSION DEED has been signed by the parties hereto and is delivered on the date stated above,
signed on behalf of the Original Borrower and executed as a deed by [Subsidiary] and is delivered on the
date stated above.

[Subsidiary]
EXECUTED AS A DEED
By:

[in the presence of

Signature of witness
Name of witness
Address of witness
Occupation of witness]

[The Original Borrower]

By:

120 Project Neptune: Interim PIK Facility Agreement

KE 39675-89:114426129.10
 [INTERIM PIK FACILITY AGENT]

By:

121 Project Neptune: Interim PIK Facility Agreement

KE 39675-89:114426129.10
 SIGNATURE PAGES TO INTERIM PIK FACILITY AGREEMENT

TOPCO

___________________________
for and on behalf of
COBHAM ULTRA TOPCO S.À R.L.
as Topco

Name:

Title: Manager

Notice Details

Address:
Email:
Attention:

With a copy to (which shall not constitute notice)

Address:

Email:

Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

THE COMPANY

___________________________
for and on behalf of
COBHAM ULTRA PIKCO S.À R.L.
as the Company

Name:

Title: Manager

Notice Details

Address: mbourg
Email:
Attention:

With a copy to (which shall not constitute notice)

Address:

Email:

Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

THE ORIGINAL BORROWER

___________________________
for and on behalf of
COBHAM ULTRA PIKCO S.À R.L.
as the Original Borrower

Name:

Title: Manager

Notice Details

Address:
Email:
Attention:

With a copy to (which shall not constitute notice)

Address:

Email:

Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER
ALBACORE PARTNERS III INVESTMENT HOLDINGS LOAN ORIGINATION DESIGNATED
ACTIVITY COMPANY and acknowledged for and on behalf of AlbaCore Capital Group ICAV
By: ALBACORE CAPITAL LLP as investment manager for and on behalf of AlbaCore Capital Limited
as AIFM for AlbaCore Partners III Investment Holdings Loan Origination Designated Activity Company
and AlbaCore Capital Group ICAV

___________________________________
Name:
Title:

Notice Details
Address:

Email:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

CANYON GLOBAL FUNDING LP )

acting by its authorised signatory in accordance with the )
laws of its jurisdiction of incorporation )

By: Canyon Capital Advisors LLC,

its Investment Advisor

By: ___________________________
Name:
Title: Authorized Signatory

Notice Details

Address:
Email:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

)
CARLYLE CREDIT OPPORTUNITIES FUND II,
L.P. )
acting by its authorised signatory in accordance with the )
laws of its jurisdiction of incorporation )

By: CCOF II General Partner, L.P., its general partner

By CCOF II L.L.C., its general partner

By:_________________
Name:
Title: Principal

Notice Details
Address:

Email:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER
)
CARLYLE GLOBAL CREDIT INVESTMENT
MANAGEMENT L.L.C. )
acting by its authorised signatory in accordance with the )
laws of its jurisdiction of incorporation )
(ON BEHALF OF ONE OR MORE FUNDS AND ACCOUNTS MANAGED, ADVISED OR SUB-
ADVISED, DIRECTLY OR INDIRECTLY, BY CARLYLE GLOBAL CREDIT INVESTMENT
MANAGEMENT, L.L.C. OR ITS AFFILIATES)

By
Name:
Title: Managing Director

Notice Details
Address:

Email:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

)
CARLYLE CREDIT OPPORTUNITIES FUND (Parallel) II, SCSP)
acting by its authorised signatory
in accordance with the )
laws of its jurisdiction of incorporation )

By: CCOF II Lux General Partner, S.a.r.l. , its general partner

By:_________________
Name:
Title: Manager

By:_________________
Name:
Title: Manager

Notice Details
Address:
Email:
With copies to:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

___________________________________
For and behalf of WSSS Investments O, S.à r.l.
Name:
Title:

___________________________________
For and behalf of WSSS Investments O, S.à r.l.
Name:
Title:

Notice Details
Address:
Email:
Telephone:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

___________________________________
For and behalf of WSSS Investments P, S.à r.l.
Name:
Title:

___________________________________
For and behalf of WSSS Investments P, S.à r.l.
Name:
Title:

Notice Details
Address:
Email:
Telephone:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

___________________________________
For and behalf of WSSS (C) Investments O, S.à r.l.
Name:
Title:

___________________________________
For and behalf of WSSS (C) Investments O, S.à r.l.
Name:
Title:

Notice Details
Address:
Email:
Telephone:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

___________________________________
For and behalf of WSSS Investments G, S.à r.l.
Name:
Title:

___________________________________
For and behalf of WSSS Investments G, S.à r.l.
Name:
Title:

Notice Details
Address:
Email:
Telephone:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

___________________________________
For and behalf of WSSS Investments S, S.à r.l.
Name:
Title:

___________________________________
For and behalf of WSSS Investments S, S.à r.l.
Name:
Title:

Notice Details
Address:
Email:
Telephone:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

___________________________________
For and behalf of WSSS Investments D, S.à r.l.
Name:
Title:

___________________________________
For and behalf of WSSS Investments D, S.à r.l.
Name:
Title:

Notice Details
Address:
Email:
Telephone:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

___________________________________
For and behalf of Broad Street Credit Holdings Europe S.à r.l.
Name:
Title:

___________________________________
For and behalf of Broad Street Credit Holdings Europe S.à r.l.
Name:
Title:

Notice Details
Address:
Email:
Telephone:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

ORIGINAL INTERIM PIK LENDER

___________________________________
For and behalf of WSSS (CT) Investments O, S.à r.l.
Name:
Title:

___________________________________
For and behalf of WSSS (CT) Investments O, S.à r.l.
Name:
Title:

Notice Details
Address:
Email:
Telephone:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

 ORIGINAL INTERIM PIK LENDER

)
Signed for and on behalf of
________________________________
KKR-BARMENDIA EDL DAC By:
Title: Director

Notice Details

Address:
Email:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

 ORIGINAL INTERIM PIK LENDER

)
Signed for and on behalf of
KKR EDL II (EUR) DAC ________________________________
By:
Title: Director

Notice Details

Address:
Email:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

 ORIGINAL INTERIM PIK LENDER

)
Signed for and on behalf of
KKR EDL II (USD) DAC ________________________________
By:
Title: Director

Notice Details

Address:
Email:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

 ORIGINAL INTERIM PIK LENDER

)
Signed for and on behalf of
KKR-DUS EDL DAC ________________________________
By:
Title: Director

Notice Details

Address:
Email:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

 ORIGINAL INTERIM PIK LENDER

)
Signed for and on behalf of
KKR DAF DIRECT LENDING FUND DAC ________________________________
By:
Title: Director

Notice Details

Address:
Email:

Attention:

Signed for and on behalf of KKR EUROPEAN CREDIT INVESTMENT FUNDS PLC, an umbrella fund
with segregated liability between sub-funds, acting solely in respect of its sub-fund KKR DAF DIRECT
LENDING FUND solely for the purposes of complying with Chapter 2, Part I, Section 1, vii, paragraph
1(d) of the Central Bank of Ireland’s AIF Rulebook

__________________________
By:
Title: Director

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

 ORIGINAL INTERIM PIK LENDER

)
Signed for and on behalf of
FS KKR CAPITAL CORP ________________________________
By:
Title: Authorised Signatory

Notice Details

Address:

Copy to:

Email:
Copy to:
Funding and Operation notices:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

 ORIGINAL INTERIM PIK LENDER

)
Signed for and on behalf of
KKR CREDIT OPPORTUNITIES PORTFOLIO ________________________________
By:
Title: Authorised Signatory

Notice Details

Address:
Email:
Copy to:
Funding and Operation notices:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

THE INTERIM PIK FACILITY AGENT

___________________________
for and on behalf of
HSBC BANK PLC
as Interim PIK Facility Agent

Name: _____________________

Title: _____________________

Notice Details

Address:
Email:

Attention:

THE INTERIM PIK SECURITY AGENT

___________________________
for and on behalf of
HSBC CORPORATE TRUSTEE COMPANY
(UK) LIMITED
as Interim PIK Security Agent

Name: _____________________

Title: _____________________

Notice Details

Address:
Email:
Attention:

[Project Neptune: Signature Page to Interim PIK Facility Agreement]

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by

ALBACORE PARTNERS III INVESTMENT HOLDINGS DESIGNATED ACTIVITY COMPANY

and acknowledged for and on behalf of AlbaCore Capital Group ICAV

By: ALBACORE CAPITAL LLP as investment manager for and on behalf of AlbaCore Capital Limited
as AIFM for AlbaCore Partners III Investment Holdings Designated Activity Company and AlbaCore
Capital Group ICAV

____

Name:

Title: Member

Notice Details

Address:

Email:

Attention:

[Project Neptune: Signature Page to PIK Commitment Letter]

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by )
CANYON GLOBAL FUNDING LP )
acting by its general partner, )
Canyon Global General Partner Company LLC )
acting by its authorized signatory )
in accordance with the )
)

By ,

Ad

Email:

Attention:

[Prc,jec/ Neptune: Signature Page to PIK Commitment Letter]




       

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by )
CARLYLE CREDIT OPPORTUNITIES FUND II, L.P. )
acting by its authorised signatory
in accordance with the )
laws of its jurisdiction of incorporation )

By: CCOF II General Partner, L.P., its general partner

By CCOF II L.L.C., its general partner

Title: Principal

Notice Details

Address:

Email:

[Project Neptune: Signature Page to PIK Commitment Letter]




       

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by )
CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C.)
acting by its authorised signatory
in accordance with the )
laws of its jurisdiction of incorporation )
(ON BEHALF OF ONE OR MORE FUNDS AND ACCOUNTS MANAGED, ADVISED OR SUB-
ADVISED, DIRECTLY OR INDIRECTLY, BY CARLYLE GLOBAL CREDIT INVESTMENT
MANAGEMENT, L.L.C. OR ITS AFFILIATES)

Title: Managing Director

Notice Details

Address:

Email:

[Project Neptune: Signature Page to PIK Commitment Letter]




      

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by )
CARLYLE CREDIT OPPORTUNITIES FUND (Parallel) II, SCSP)
acting by its authorised signatory
in accordance with the )
laws of its jurisdiction of incorporation )

By: CCOF II Lux General Partner, S.a.r.l. , its general partner

By

Name:

Title: Manager

Name:

Title: Manager

Notice Details

Address:

Email:

With copies to:

[Project Neptune: Signature Page to PIK Commitment Letter]

DocuSign Envelope ID: 9A069BEB-5DAA-45C3-8057-43A2B5D32E3F

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by

For and behalf of WSSS Investments P, S.à r.l.

Name:

Title: Manager

_______ ______

For and behalf of WSSS Investments P, S.à r.l.

Name:

Title: Manager

Notice Details

Address:

Email:

Telephone:

Attention:

[Project Neptune: Signature Page to PIK Commitment Letter]

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by
WEST STREET STRATEGIC SOLUTIONS FUND I, L.P.

By: Goldman Sachs & Co. LLC, Attorney-in-Fact

By:

Name:

Title: Attorney-in-Fact

Notice Details

Address:

Email:

[Project Neptune: Signature Page to PIK Commitment Letter]

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by )
KKR CREDIT ADVISORS (US) LLC )
for and on behalf of the )
ORIGINAL KCAUS LENDERS )
acting by its authorised signatory
in accordance with the )
laws of its jurisdiction of incorporation )
Authorised Signatory

Notice Details

Address:

Email:

Copy to:

Funding and Operation notices:

[Project Neptune: Signature Page to PIK Commitment Letter]

This Commitment Letter has been executed and delivered as a deed on the date stated at the beginning of
this Commitment Letter.

ORIGINAL PIK PURCHASER

EXECUTED as a DEED by )
KKR CREDIT ADVISORS (IRELAND))
UNLIMITED COMPANY )
for and on behalf of the )
ORIGINAL KCAI LENDERS )
acting by its authorised signatory
in accordance with the )
laws of its jurisdiction of incorporation )
Authorised Signatory

Notice Details

Address:

Email:

Copy to:

Funding and Operation notices:

[Project Neptune: Signature Page to PIK Commitment Letter]

EXECUTED as a DEED
acting by its authorised signatory
in accordance with the laws of its jurisdiction of incorporation acting by its authorised
signatory

for and on behalf of

Cobham Ultra PIKCo S.a r.l.
as the PIK Issuer

Name:

Title: Manager

Date: 13 August 2021

Notice Details

Address:
Email:
Attention:

With a copy to (which shall not constitute notice):

Address:

Email:

Attention:

[Project Neptune: Signature Page to PIK Commitment Letter]