Exhibit 4.11
EXECUTION VERSION |
AMENDMENT AND RESTATEMENT AGREEMENT |
Dated __ MARCH 2021 |
BETWEEN
AMONG OTHERS
VODAFONE GROUP PLC
AND
BARCLAYS BANK PLC
as Agent
relating to a EURO 3,840,000,000 (as increased to EURO 3,920,000,000) Credit Agreement
originally dated 28 March 2014 and as amended and restated pursuant to an agreement dated 11 January 2018 |
Allen & Overy LLP
Contents
Clause | Page | |
1. | Interpretation | 1 |
2. | Amendments | 2 |
3. | Representations | 2 |
4. | Consents | 3 |
5. | New Lenders | 3 |
6. | Miscellaneous | 3 |
7. | Governing law | 4 |
Schedules | ||
1. | Conditions precedent | 5 | |
2. | Parties | 6 | |
Part 1 | Continuing Lenders | 6 | |
Part 2 | Mandated Lead Arrangers | 7 | |
Part 3 | Co-Arrangers | 8 | |
Part 4 | Exiting Lenders | 9 | |
Part 5 | New Lenders | 10 | |
3. | Amended Credit Agreement | 12 | |
Signatories | 14 |
THIS AGREEMENT is dated __ March 2021 and is made
BETWEEN:
(1) | VODAFONE GROUP PLC (registered number 1833679) (Vodafone); |
(2) | THE FINANCIAL INSTITUTIONS listed in Part 1 of Schedule 2 as Continuing Lenders; |
(3) | THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 2 as Mandated Lead Arrangers; |
(4) | THE FINANCIAL INSTITUTIONS listed in Part 3 of Schedule 2 as Co-Arrangers; |
(5) | THE FINANCIAL INSTITUTIONS listed in Part 4 of Schedule 2 as Exiting Lenders; |
(6) | THE FINANCIAL INSTITUTIONS listed in Part 5 of Schedule 2 as New Lenders; |
(7) | THE FINANCIAL INSTITUTIONS listed in Part 6 of Schedule 2 as Swingline Lenders; |
(8) | BARCLAYS BANK PLC as agent (in this capacity the Agent); and |
(9) | BARCLAYS BANK PLC as euro swingline agent (in this capacity the Euro Swingline Agent). |
BACKGROUND
(A) | This Agreement is supplemental to and amends and restates a credit agreement originally dated 28 March 2014 between, among others, Vodafone and the Agent, as amended and restated by the 2018 Amendment and Restatement Agreement (as defined below) (the Credit Agreement). |
(B) | Pursuant to clause 26.1 (Procedure) of the Credit Agreement, the Majority Lenders or, where applicable, the Lenders (each as defined in the Credit Agreement and, for the avoidance of doubt, excluding the Exiting Lenders and the New Lenders) have consented to the amendments to the Credit Agreement contemplated by this Agreement and to amend and restate the Credit Agreement as set out in this Agreement. |
(C) | The Exiting Lenders have not consented to the amendments to the Credit Agreement and each Exiting Lender shall be prepaid and their respective Commitments cancelled in full on the Effective Date in accordance with Clause 2(c) hereto. |
(D) | The New Lenders intend to become Original Lenders under and as defined in the Amended Credit Agreement (as defined below). |
IT IS AGREED as follows:
1. | Interpretation |
1.1 | Definitions |
In this Agreement:
2018 Amendment and Restatement Agreement means the amendment and restatement agreement dated 11 January 2018 between, among others, Vodafone and the Agent as successor agent.
Amended Credit Agreement means the Credit Agreement as amended and restated by this Agreement.
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Effective Date means the date on which the Agent gives the notifications to Vodafone and to the Lenders under Clause 2(b) (Amendments) below or such other date as Vodafone and the Agent may agree.
Lender means each Continuing Lender, each New Lender and each Swingline Lender.
1.2 | Construction |
(a) | Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement, provided that in Clause 2(d) (Amendments) below and in Clause 5 (New Lenders) below, capitalised terms defined in the Amended Credit Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement. |
(b) | The provisions of clause 1.2 (Construction) of the Credit Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Credit Agreement or to the Finance Documents are to be construed as references to this Agreement. |
2. | Amendments |
(a) | Subject as set out below, the Credit Agreement will be amended from the Effective Date so that it reads as if it were restated in the form set out in Schedule 3 (Amended Credit Agreement). |
(b) | The Credit Agreement will not be amended by this Agreement unless and until the Agent notifies Vodafone and the Lenders that it has received all of the documents set out in Schedule 1 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent must give this notification as soon as reasonably practicable; |
(c) | On the Effective Date, the Commitments of each of the Exiting Lenders under the Credit Agreement will be cancelled in full and all amounts outstanding under the Finance Documents in relation thereto will be prepaid in full. Any other accrued amounts due to the Exiting Lenders (including any interest and commitment fees accrued up to and including the Effective Date) shall be paid in full within 10 Business Days of the Effective Date. |
(d) | On the Effective Date, each New Lender becomes a Party to the Amended Credit Agreement as an Original Lender and, in the case of each New Lender in respect of which a Swingline Commitment is specified in part 2 of schedule 1 of the Amended Credit Agreement, as a Swingline Lender and each New Lender and each other Party (for the avoidance of doubt, excluding the Exiting Lenders) assume obligations towards and rights against each other in their respective capacity under the Amended Credit Agreement. |
(e) | If the Agent fails to give the notification under paragraph (b) above by the date falling ten Business Days after the date of this Agreement, the Effective Date shall not occur and the Credit Agreement will not be amended in the manner contemplated by this Agreement. |
3. | Representations |
Vodafone (for itself and, where relevant, its Controlled Subsidiaries) makes the representations and warranties set out in clause 16.2 (Status) to clause 16.9 (No Event of Default) (inclusive) and clauses 16.13 (Sanctions), 16.14 (Anti-money laundering) and 16.15 (Anti-corruption law) of the Credit Agreement on the date of this Agreement and on the Effective Date, in each case by reference to the facts and circumstances then existing and as if references to “the Finance Documents” include this Agreement and, on the Effective Date, the Amended Credit Agreement and as if references to “the Agreement” are references to, on the Effective Date, the Amended Credit Agreement.
2
4. | Consents |
On the Effective Date, Vodafone:
(a) | confirms its acceptance of the Amended Credit Agreement and agrees that it is bound by the terms of the Amended Credit Agreement; and |
(b) | confirms that any guarantee created or given by it under the Credit Agreement: |
(i) | continues in full force and effect on the terms of the Amended Credit Agreement; and |
(ii) | extends to its obligations under the Finance Documents (as defined in the Amended Credit Agreement and, for the avoidance of doubt, including the Amended Credit Agreement). |
5. | New Lenders |
(a) | On the Effective Date, each New Lender confirms to the Agent and Vodafone that it undertakes to be bound by the terms of the Amended Credit Agreement as an Original Lender. |
(b) | None of the Lenders or Exiting Lenders are responsible to a New Lender for: |
(i) | the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; or |
(ii) | the collectability of amounts payable under any Finance Document; or |
(iii) | the accuracy of any statements (whether written or oral) made in connection with any Finance Document. |
(c) | Each New Lender confirms to the Continuing Lenders, the Exiting Lenders and the other Finance Parties (excluding the New Lenders) that it: |
(i) | has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and the Amended Credit Agreement and has not relied exclusively on any information provided to it by any Continuing Lender or Exiting Lender in connection with any Finance Document; and |
(ii) | will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Amended Credit Agreement or any Commitment is in force. |
(d) | Nothing in any Finance Document obliges a Lender or Exiting Lender to support any losses incurred by a New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or the Amended Credit Agreement or otherwise. |
(e) | Any reference in the Amended Credit Agreement to a “Lender” includes a New Lender. |
6. | Miscellaneous |
(a) | Each of this Agreement and the Amended Credit Agreement is a Finance Document. |
3
(b) | Subject to the terms of this Agreement, the Credit Agreement will remain in full force and effect and, from the Effective Date, the Credit Agreement and this Agreement will be read and construed as one document. |
(c) | Each Finance Party reserves any other right it may have now or subsequently. Except to the extent expressly waived in this Agreement, no waiver of any provision of any Finance Document is given by the terms of this Agreement and the Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents. |
(d) | Clauses 31 (Severability), 32 (Counterparts), 33 (Notices) and 35 (Jurisdiction) of the Credit Agreement shall apply to this Agreement as if set out here in full except that references to the Credit Agreement or to the Finance Documents are to be construed as references to this Agreement. |
(e) | Vodafone must, at its own expense, take such action and do such other things as the Agent may reasonably require to carry out and give effect to the transactions contemplated in this Agreement. |
7. | Governing law |
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.
4
Schedule 1
Conditions precedent
1. | Corporate documentation |
(a) | A copy of the memorandum and articles of association and certificate of incorporation of Vodafone or, a certificate of an authorised signatory of Vodafone confirming that the copy in the Agent's possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. |
(b) | A copy of a resolution of the board of directors of Vodafone (or, if applicable, a committee of its board of directors): |
(i) | approving the terms of, and the transactions contemplated by, this Agreement and the Amended Credit Agreement and resolving that it execute this Agreement; |
(ii) | authorising a specified person or persons to execute this Agreement on its behalf; and |
(iii) | authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement and the Amended Credit Agreement. |
(c) | If applicable, a copy of a resolution of the board of directors of Vodafone establishing the committee referred to in paragraph (b) above. |
(d) | A specimen of the signature of each person authorised by the resolutions referred to in paragraph (b) above. |
(e) | A certificate of an authorised signatory of Vodafone confirming that as at the Effective Date the borrowing of the Total Commitments (as defined in the Amended Credit Agreement) in full (including the utilisation of the accordion option in full) and the borrowing of the Total Commitments under (and as defined in) the USD Facility (as defined in the Amended Credit Agreement) in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a result of such limit having been waived or otherwise). |
(f) | A certificate of an authorised signatory of Vodafone certifying that each copy document specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. |
2. | Legal opinion |
A legal opinion of Allen & Overy LLP, legal advisers to the Finance Parties in England, addressed to the Finance Parties at the date of that opinion.
3. | Other documents and evidence |
(a) | Evidence that the Commitments of each of the Exiting Lenders under the Credit Agreement have been cancelled and all amounts outstanding under the Finance Documents in relation thereto have been prepaid in full. |
(b) | All documents and evidence required by each New Lender in connection with the compliance of such New Lender with all applicable “anti-money laundering" and "know your customer" requirements or other similar checks under all applicable laws and regulations to the extent stipulated by the Agent at least three Business Days prior to signing this Agreement. |
5
Schedule 2
Parties
Part 1
Continuing Lenders
BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH
BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY
BANK OF CHINA LIMITED, LONDON BRANCH
BARCLAYS BANK PLC
BNP PARIBAS, LONDON BRANCH
CAIXABANK SA, UK BRANCH
CITIBANK N.A., LONDON BRANCH
COMMERZBANK AG, LONDON BRANCH
DEUTSCHE BANK LUXEMBOURG S.A.
GOLDMAN SACHS BANK USA
HSBC BANK PLC
ING BANK N.V., LONDON BRANCH
INTESA SANPAOLO S.P.A.
JPMORGAN CHASE BANK, N.A., LONDON BRANCH
MIZUHO BANK, LTD.
MORGAN STANLEY BANK, N.A.
MUFG BANK, LTD.
NATIONAL WESTMINSTER BANK PLC
RAIFFEISEN BANK INTERNATIONAL AG
ROYAL BANK OF CANADA
SOCIETE GENERALE, LONDON BRANCH
STANDARD CHARTERED BANK
THE TORONTO-DOMINION BANK, LONDON BRANCH
UBS AG, LONDON BRANCH
UNICREDIT BANK AG, LONDON BRANCH
6
Part 2
Mandated Lead Arrangers
BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH
BANCO SANTANDER S.A., LONDON BRANCH
BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY
BANK OF CHINA LIMITED, LONDON BRANCH
BARCLAYS BANK PLC
BNP PARIBAS SA
CITIBANK, N.A., LONDON BRANCH
COMMERZBANK AG, LONDON BRANCH
CREDIT SUISSE INTERNATIONAL
DEUTSCHE BANK LUXEMBOURG S.A.
GOLDMAN SACHS BANK USA
HSBC BANK PLC
ING BANK N.V., LONDON BRANCH
INTESA SANPAOLO S.P.A.
J.P. MORGAN SECURITIES PLC
MIZUHO BANK, LTD.
MORGAN STANLEY N.A.
MUFG BANK, LTD.
NATIONAL WESTMINSTER BANK PLC
ROYAL BANK OF CANADA
SOCIETE GENERALE, LONDON BRANCH
SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH
THE TORONTO-DOMINION BANK
UBS AG, LONDON BRANCH
UNICREDIT BANK AG, LONDON BRANCH
7
Part 3
Co-Arrangers
CAIXABANK SA, UK BRANCH
RAIFFEISEN BANK INTERNATIONAL AG
STANDARD CHARTERED BANK
8
Part 4
Exiting Lenders
SANTANDER UK PLC
SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH
THE BANK OF NEW YORK MELLON
9
Part 5
New Lenders
BANCO SANTANDER S.A., LONDON BRANCH
CREDIT SUISSE INTERNATIONAL
SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH
10
Part 6
Swingline Lenders
BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH
BANCO SANTANDER S.A., LONDON BRANCH
BARCLAYS BANK PLC
BNP PARIBAS, LONDON BRANCH
CREDIT SUISSE INTERNATIONAL
DEUTSCHE BANK LUXEMBOURG S.A.
HSBC BANK PLC
ING BANK N.V., LONDON BRANCH
JPMORGAN CHASE BANK, N.A., LONDON BRANCH
MUFG BANK, LTD.
NATIONAL WESTMINSTER BANK PLC
UBS AG, LONDON BRANCH
UNICREDIT BANK AG, LONDON BRANCH
11
Schedule 3
Amended Credit Agreement
12
SIGNATORIES
Company
VODAFONE GROUP PLC
By: | /s/ Nick Read | /s/ Margherita Della Valle |
[Signature Page to Amendment and Restatement Agreement]
The Lenders
BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH as Lender
By: | /s/ Pedro Garrido | /s/ Pablo Arsuaga |
[Signature Page to Amendment and Restatement Agreement]
BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY as Lender
By: | /s/ Anthony Larvin |
[Signature Page to Amendment and Restatement Agreement]
BANK OF CHINA LIMITED, LONDON BRANCH as Lender
By: | /s/ Stephen Hardman | /s/Yan Wang |
[Signature Page to Amendment and Restatement Agreement]
BARCLAYS BANK PLC as Lender
By: | /s/ Michael Joyner |
[Signature Page to Amendment and Restatement Agreement]
BNP PARIBAS, LONDON BRANCH as Lender
By: | /s/ Michael E. Molloy | /s/ Ann-Marie Balatoni |
[Signature Page to Amendment and Restatement Agreement]
CAIXABANK SA, UK BRANCH as Lender
By: | /s/ Christopher O’Gorman | /s/ Sergi Periago |
[Signature Page to Amendment and Restatement Agreement]
CITIBANK N.A., LONDON BRANCH as Lender
By: | /s/ Caryn M. Bell |
[Signature Page to Amendment and Restatement Agreement]
COMMERZBANK AG, LONDON BRANCH as Lender
By: | /s/ Alexander Mann | /s/ Douglas Barnes |
[Signature Page to Amendment and Restatement Agreement]
DEUTSCHE BANK LUXEMBOURG S.A. as Lender
By: | /s/ K. Belhoste | /s/ B. Kologlu |
[Signature Page to Amendment and Restatement Agreement]
GOLDMAN SACHS BANK USA as Lender
By: | /s/ Himanshu Bagchi |
[Signature Page to Amendment and Restatement Agreement]
HSBC BANK PLC as Lender
By: | /s/ James Mortimer |
[Signature Page to Amendment and Restatement Agreement]
ING BANK N.V., LONDON BRANCH as Lender
By: | /s/ Martijn Bruins | /s/ Martin Riordan |
[Signature Page to Amendment and Restatement Agreement]
INTESA SANPAOLO S.P.A. as Lender
By: | /s/ Marco Allois | /s/ Alberto Matera |
[Signature Page to Amendment and Restatement Agreement]
JPMORGAN CHASE BANK, N.A., LONDON BRANCH as Lender
By: | /s/ Costantino Sabella |
[Signature Page to Amendment and Restatement Agreement]
MIZUHO BANK, LTD. as Lender
By: | /s/ Mark Ralston |
[Signature Page to Amendment and Restatement Agreement]
MORGAN STANLEY BANK, N.A. as Lender
By: | /s/ Michael King |
[Signature Page to Amendment and Restatement Agreement]
MUFG BANK, LTD. as Lender
By: | /s/ Trevor Neilson |
[Signature Page to Amendment and Restatement Agreement]
NATIONAL WESTMINSTER BANK PLC as Lender
By: | /s/ Krishan Patel |
[Signature Page to Amendment and Restatement Agreement]
RAIFFEISEN BANK INTERNATIONAL AG as Lender
By: | /s/ Martina Soudek | /s/ Andrii Tsviak |
[Signature Page to Amendment and Restatement Agreement]
ROYAL BANK OF CANADA as Lender
By: | /s/ Cein Mahood-Gallagher |
[Signature Page to Amendment and Restatement Agreement]
SOCIETE GENERALE, LONDON BRANCH as Lender
By: | /s/ Tom Hill |
[Signature Page to Amendment and Restatement Agreement]
STANDARD CHARTERED BANK as Lender
By: | /s/ Simon Derrick |
[Signature Page to Amendment and Restatement Agreement]
THE TORONTO-DOMINION BANK, LONDON BRANCH as Lender
By: | /s/ Andrew Williams | /s/ Pei-Lyn Hui |
[Signature Page to Amendment and Restatement Agreement]
UBS AG, LONDON BRANCH as Lender
By: | /s/ Graham Vance | /s/ Alan Greenhow |
[Signature Page to Amendment and Restatement Agreement]
UNICREDIT BANK AG, LONDON BRANCH as Lender
By: | /s/ David Vials | /s/ Alan John Holmes |
[Signature Page to Amendment and Restatement Agreement]
Mandated Lead Arrangers
BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Pedro Garrido | /s/ Pablo Arsuaga |
[Signature Page to Amendment and Restatement Agreement]
BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY as Mandated Lead Arranger
By: | /s/ Anthony Larvin |
[Signature Page to Amendment and Restatement Agreement]
BANK OF CHINA LIMITED, LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Stephen Hardman | /s/ Yan Wang |
[Signature Page to Amendment and Restatement Agreement]
BARCLAYS BANK PLC as Mandated Lead Arranger
By: | /s/ Michael Joyner |
[Signature Page to Amendment and Restatement Agreement]
BNP PARIBAS SA as Mandated Lead Arranger
By: | /s/ Michael E. Molloy | /s/ Ann Marie Balatoni |
[Signature Page to Amendment and Restatement Agreement]
CITIBANK, N.A., LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Caryn M. Bell |
[Signature Page to Amendment and Restatement Agreement]
COMMERZBANK AG, LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Alexander Mann | /s/ Douglas Barnes |
[Signature Page to Amendment and Restatement Agreement]
CREDIT SUISSE INTERNATIONAL as Mandated Lead Arranger
By: | /s/ Brian Fitzgerald | /s/ Freddie Comber |
[Signature Page to Amendment and Restatement Agreement]
DEUTSCHE BANK LUXEMBOURG S.A. as Mandated Lead Arranger
By: | /s/ K. Belhoste | /s/ B. Kologlu |
[Signature Page to Amendment and Restatement Agreement]
GOLDMAN SACHS BANK USA as Mandated Lead Arranger
By: | /s/ Himanshu Bagchi |
[Signature Page to Amendment and Restatement Agreement]
HSBC BANK PLC as Mandated Lead Arranger
By: | /s/ James Mortimer |
[Signature Page to Amendment and Restatement Agreement]
ING BANK N.V., LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Martijn Bruins | /s/ Martin Riordan |
[Signature Page to Amendment and Restatement Agreement]
INTESA SANPAOLO S.P.A. as Mandated Lead Arranger
By: | /s/ Marco Alois | /s/ Alberto Matera |
[Signature Page to Amendment and Restatement Agreement]
J.P. MORGAN SECURITIES PLC as Mandated Lead Arranger
By: | /s/ Jon Abando |
[Signature Page to Amendment and Restatement Agreement]
MIZUHO BANK, LTD. as Mandated Lead Arranger
By: | /s/ Mark Ralston |
[Signature Page to Amendment and Restatement Agreement]
MORGAN STANLEY N.A. as Mandated Lead Arranger
By: | /s/ Michael King |
[Signature Page to Amendment and Restatement Agreement]
MUFG BANK, LTD. as Mandated Lead Arranger
By: | /s/ Trevor Neilson |
[Signature Page to Amendment and Restatement Agreement]
NATIONAL WESTMINSTER BANK PLC as Mandated Lead Arranger
By: | /s/ Krishan Patel |
[Signature Page to Amendment and Restatement Agreement]
ROYAL BANK OF CANADA as Mandated Lead Arranger
By: | /s/ Cein Mahood-Gallagher |
[Signature Page to Amendment and Restatement Agreement]
BANCO SANTANDER S.A., LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Robert Drew | /s/ Rebecca Cook |
[Signature Page to Amendment and Restatement Agreement]
SOCIETE GENERALE, LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Tom Hill |
[Signature Page to Amendment and Restatement Agreement]
SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Martin Kennedy | /s/ Reiko Mori |
[Signature Page to Amendment and Restatement Agreement]
UBS AG, LONDON BRANCH as Mandated Lead Arranger
By: | /s/ Graham Vance | /s/ Alan Greenhow |
[Signature Page to Amendment and Restatement Agreement]
UNICREDIT BANK AG, LONDON BRANCH as Mandated Lead Arranger
By: | /s/ David Vials | /s/ Alan John Holmes |
[Signature Page to Amendment and Restatement Agreement]
THE TORONTO-DOMINION BANK as Mandated Lead Arranger
By: | /s/ Andrew Williams | /s/ Pei-Lyn Hui |
[Signature Page to Amendment and Restatement Agreement]
Co-Arrangers
CAIXABANK SA, UK BRANCH as Co-Arranger
By: | /s/ Christopher O Gorman | /s/ Sergi Periago |
[Signature Page to Amendment and Restatement Agreement]
RAIFFEISEN BANK INTERNATIONAL AG as Co-Arranger
By: | /s/ Martina Soudek | /s/ Andrii Tsviak |
[Signature Page to Amendment and Restatement Agreement]
STANDARD CHARTERED BANK as Co-Arranger
By: | /s/ Simon Derrick |
[Signature Page to Amendment and Restatement Agreement]
Exiting Lenders
SANTANDER UK PLC as Exiting Lender
By: | /s/ Robert Drew | /s/ Rebecca Cook |
[Signature Page to Amendment and Restatement Agreement]
SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH as Exiting Lender
By: | /s/ Shohei Shiraishi | /s/ F Bouchat |
[Signature Page to Amendment and Restatement Agreement]
THE BANK OF NEW YORK MELLON as Exiting Lender
By: | /s/ William M. Feathers |
[Signature Page to Amendment and Restatement Agreement]
New Lenders
CREDIT SUISSE INTERNATIONAL as New Lender
By: | /s/ Brian Fitzgerald | /s/ Freddie Comber |
[Signature Page to Amendment and Restatement Agreement]
BANCO SANTANDER S.A., LONDON BRANCH as New Lender
By: | /s/ Robert Drew | /s/ Rebecca Cook |
[Signature Page to Amendment and Restatement Agreement]
SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH as New Lender
By: | /s/ Martin Kennedy | /s/ Reiko Mori |
[Signature Page to Amendment and Restatement Agreement]
Swingline Lenders
BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH as Swingline Lender
By: | /s/ Pedro Garrido | /s/ Pablo Arsuaga |
[Signature Page to Amendment and Restatement Agreement]
BANCO SANTANDER S.A., LONDON BRANCH as Swingline Lender
By: | /s/ Robert Drew | /s/ Rebecca Cook |
[Signature Page to Amendment and Restatement Agreement]
BARCLAYS BANK PLC as Swingline Lender
By: | /s/ Michael Joyner |
[Signature Page to Amendment and Restatement Agreement]
BNP PARIBAS, LONDON BRANCH as Swingline Lender
By: | /s/ Michael E. Molloy | /s/ Ann-Marie Balatoni |
[Signature Page to Amendment and Restatement Agreement]
CREDIT SUISSE INTERNATIONAL as Swingline Lender
By: | /s/ Brian Fitzegrald | /s/ Freddie Comber |
[Signature Page to Amendment and Restatement Agreement]
DEUTSCHE BANK LUXEMBOURG S.A. as Swingline Lender
By: | /s/ K. Belhoste | /s/ B. Kologlu |
[Signature Page to Amendment and Restatement Agreement]
HSBC BANK PLC as Swingline Lender
By: | /s/ James Mortimer |
[Signature Page to Amendment and Restatement Agreement]
ING BANK N.V., LONDON BRANCH as Swingline Lender
By: | /s/ Martijn Bruins | /s/ Martin Riordan |
[Signature Page to Amendment and Restatement Agreement]
JPMORGAN CHASE BANK, N.A., LONDON BRANCH as Swingline Lender
By: | /s/ Costantino Sabella |
[Signature Page to Amendment and Restatement Agreement]
MUFG BANK, LTD. as Swingline Lender
By: | /s/ Trevor Neilson |
[Signature Page to Amendment and Restatement Agreement]
NATIONAL WESTMINSTER BANK PLC as Swingline Lender
By: | /s/ Krishan Patel |
[Signature Page to Amendment and Restatement Agreement]
UBS AG, LONDON BRANCH as Swingline Lender
By: | /s/ Graham Vance | /s/ Alan Greenhow |
[Signature Page to Amendment and Restatement Agreement]
UNICREDIT BANK AG, LONDON BRANCH as Swingline Lender
By: | /s/ David Vials | /s/ Alan John Holmes |
[Signature Page to Amendment and Restatement Agreement]
Agent
BARCLAYS BANK PLC
By: | /s/ Michael Joyner |
[Signature Page to Amendment and Restatement Agreement]
Euro Swingline Agent
BARCLAYS BANK PLC
By: | /s/ Michael Joyner |
[Signature Page to Amendment and Restatement Agreement]