The proceeds of the Bridge Loans will be available for a single drawing on the Completion Date and will be used to financepartially the Acquisition price and related transaction costs.

Amounts borrowed underthe Bridge Facilities and repaid or prepaid may not be reborrowed.

The Bridge Facilities will be made available under a senior bridge facility agreement (the “Bridge Facility Agreement”) to be agreedbetween the parties on terms consistent with this Term Sheet and otherwise in form and substance satisfactory to the Bridge Borrower and the Arrangers.

(a) an amended and restated Intercreditor Agreement (to which any bond trustee under the Bridge Borrower High YieldNotes will accede) between:

(i) the parties under the Bridge Facility Agreement;

(ii) hedge counterparties;

(iii) intercompany creditors; and

(iv) the parties under the Existing Intercreditor Agreement and other parties to be confirmed following finalisation ofacquisition and capital structure;

(b) Transaction Security Documents;

(c) Fee Letters; and

(d) Engagement Letter.

Such documentation shall be in form and substance satisfactory to the Bridge Borrower and the Arrangers.

(a) from the date falling four years after the Initial Maturity Date: par plus 50% of the coupon;

(b) from the date falling five years after the Initial Maturity Date: par plus 25% of the coupon; andthereafter

(c) at par.

(a) Limitation on Indebtedness;

(b) Limitation on Restricted Payments;

(c) Limitation on Issuances and Sales of Restricted Subsidiary Stock;

(d) Limitation on Transactions with Affiliates;

(e) Limitation on Liens;

(f) Limitation on Asset Sales;

(g) Limitation on Guarantees of Indebtedness by Restricted Subsidiaries;

(h) Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries;

(i) Designation of Restricted and Unrestricted Subsidiaries;

(j) Limitation on Mergers, Consolidations or Sales of Substantially All Assets;

(k) Impairment of Security Interest;

(l) Lines of Business;

(m) Limitation on the Layering of Debt; and

(n) Reports to Holders.

(a) failure to pay principal, interest or any other amount on the Exchange Securities when due.

(b) failure to comply with covenants (with customary notice and cure periods as applicable).

(c) payment default and cross-acceleration to debt exceeding an amount to be agreed.

(d) unsatisfied judgment or order in excess of an amount to be agreed individually or in theaggregate.

(e) bankruptcy or insolvency of the Bridge Borrower or Guarantors.

(f) actual or asserted invalidity of any Guarantee or Security or any other TransactionDocument.

Initial Margin: the greater of three-month Euribor, adjusted for reserves, at the Date of Determination plus 425 basis points and 50 basis points overthe FRN Spread to Maturity at the Date of Determination;

From the date falling six months after the Completion Date subject to Margin ratchets

“FRN Spread to Maturity” shall mean, as of each Date of Determination, the spread over Euribor to maturity derived from theaverage of the prices quoted in respect of the Existing FRN Bonds by Merrill Lynch and BNP Paribas that are executable for Euro 5 million or more. The FRN Spread to Maturity shall be calculated by the Bridge Facility Agent and shall be binding onthe parties.

“Date of Determination” shall mean, in respect of a period for which an interest rate applies, the first date of such period.

Interest on the Bridge Loans and the Extended Term Loans shall be payable in cash on a quarterly basis in arrears.

Name of report in the AOT

BankReconciliation

Location of report in the AOT

SSRS ReportsReportsBankReconciliation

Menu item of the report

BankReconciliation

Navigation to the report

Click Cash and bank management > Common > Bank accounts. On the Action Pane, on the Bank account tab, click Account reconciliation. Click Print > Bank reconciliation.