Exhibit 10.7

WARNING: THE TAKING OF THIS DOCUMENT, ANY CERTIFIED COPY THEREOF OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION OF A TRANSACTION AGREED, ENVISAGED OR OTHERWISE MENTIONED IN THIS DOCUMENT, INCLUDING WRITTEN CONFIRMATIONS OR REFERENCES THERETO, INTO THE REPUBLIC OF AUSTRIA, AS WELL AS THE PRODUCTION IN, OR THE SENDING TO OR FROM, THE REPUBLIC OF AUSTRIA OF ANY OF THE FOREGOING DOCUMENTS, AS WELL AS THE SENDING TO OR FROM THE REPUBLIC OF AUSTRIA OF FAX MESSAGES OR E-MAILS CARRYING AN ELECTRONIC SIGNATURE (WHETHER DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED, MAY TRIGGER AUSTRIAN STAMP DUTY. IN ORDER TO AVOID TRIGGERING AUSTRIAN STAMP DUTY, DO NOT TAKE OR SEND TO OR SET UP IN THE REPUBLIC OF AUSTRIA THIS DOCUMENT OR ANY CERTIFIED COPY THEREOF OR WRITTEN AND SIGNED REFERENCES THERETO OR ANY STAMP DUTY SENSITIVE DOCUMENTS (WHETHER DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED

Execution version

18 December 2023

AMENDMENT AND RESTATEMENT AGREEMENT

related to a senior facilities agreement originally dated 25 October 2018

between

INNIO GROUP HOLDING GMBH

as the Company

AI ALPINE (LUXEMBOURG) S.À R.L.

as Topco

WILMINGTON TRUST (LONDON) LIMITED

as Agent

WILMINGTON TRUST (LONDON) LIMITED

as Security Agent

TABLE OF CONTENTS

THIS AGREEMENT is made on 18 December 2023 between the following parties

RECITALS:

together, the “A&E Documents”.

IT IS AGREED as follows

In this Agreement:

“Allocation Schedule” means the schedule of consents, allocations and commitments agreed in writing by the Company and the A&E Coordinators and as notified to the Agent on or prior to the Extension Effective Date.

“Amended Senior Facilities Agreement” means the Senior Facilities Agreement, as amended and restated on the Extension Effective Date in accordance with this Agreement.

“Consenting EUR Lenders” means each Lender with a Commitment in respect of Facility B (EUR) and/or Facility B2 (EUR) that has, pursuant to the A&E Documents, consented to the Extension Amendments.

“Consenting Guarantee Facility Lenders” means each Lender with a Commitment in respect of the Original Guarantee Facility that has consented to the Extension Amendments.

“Consenting Lenders” means the Consenting EUR Lenders, the Consenting USD Lenders, the Consenting RCF Lenders and the Consenting Guarantee Facility Lenders.

“Consenting RCF Lenders” means each Lender with a Commitment in respect of the Original Revolving Facility that has consented to the Extension Amendments.

“Consenting USD Lenders” means each Lender with a Commitment in respect of Facility B (USD) that has, pursuant to the A&E Documents, consented to the Extension Amendments.

“Extended Facility B (EUR)” means the term loan facility made available as an Additional Facility under the Senior Facilities Agreement as described in paragraph (a) of Clause 2.1 (Step 1a on the Extension Effective Date – establishment of Extended Facility B (EUR)).

“Extended Facility B (EUR) Additional Facility Notice” means the Additional Facility Notice dated on or around the date of this Agreement between, among others, the Company and the Agent in respect of the establishment of the Extended Facility B (EUR).

“Extended Facility B (EUR) New Money Commitment” means the aggregate principal amount of Extended Facility B (EUR) Commitments as specified in the Allocation Schedule (or substantially equivalent term) which are in excess of the aggregate principal amount of Extended

Facility B (EUR) Rollover Commitments as specified in the Allocation Schedule (or substantially equivalent term).

“Extended Facility B (EUR) Rollover Commitment” means, in relation to a Consenting EUR Lender, the aggregate amount of its Facility B (EUR) Commitments and/or Facility B2 (EUR) Commitments (as applicable) which have been agreed with the Company and the A&E Coordinators to be rolled over into Commitments in respect of the Extended Facility B (EUR), as specified in the Allocation Schedule as that Lender’s “Extended Facility B (EUR) Rollover Commitment” (or substantially equivalent term).

“Extended Facility B (EUR) Upsize Commitment” means, in relation to a Consenting EUR Lender, the aggregate amount of its commitments under the Extended Facility B (EUR) which are in excess of the aggregate principal amount of its Extended Facility B (EUR) Rollover Commitment, as specified in the Allocation Schedule as that Lender’s “Extended Facility B (EUR) Upsize Commitment” (or substantially equivalent term).

“Extended Facility B (EUR) Utilisation Request” means the Utilisation Request from the Company in respect of the drawdown of the Extended Facility B (EUR).

“Extended Facility B (USD)” means the term loan facility made available as an Additional Facility under the Senior Facilities Agreement as described in paragraph (a) of Clause 2.3 (Step 1b on the Extension Effective Date – establishment of Extended Facility B (USD)).

“Extended Facility B (USD) Additional Facility Notice” means the Additional Facility Notice dated on or around the date of this Agreement between, among others, the Company and the Agent in respect of the establishment of the Extended Facility B (USD).

“Extended Facility B (USD) New Money Commitment” means the aggregate principal amount of Extended Facility B (USD) Commitments as specified in the Allocation Schedule (or substantially equivalent term) which are in excess of the aggregate principal amount of Extended Facility B (USD) Rollover Commitments as specified in the Allocation Schedule (or substantially equivalent term).

“Extended Facility B (USD) Rollover Commitment” means, in relation to a Consenting USD Lender, the aggregate amount of its Facility B (USD) Commitments which have been agreed with the Company and the A&E Coordinators to be rolled over into Commitments in respect of the Extended Facility B (USD), as specified in the Allocation Schedule as that Lender’s “Extended Facility B (USD) Rollover Commitment” (or substantially equivalent term).

“Extended Facility B (USD) Upsize Commitment” means, in relation to a Consenting USD Lender, the aggregate amount of its commitments under the Extended Facility B (USD) which are in excess of the aggregate principal amount of its Extended Facility B (USD) Rollover Commitments, as specified in the Allocation Schedule as that Lender’s “Extended Facility B (USD) Upsize Commitment” (or substantially equivalent term).

“Extended Facility B (USD) Utilisation Request” means the Utilisation Request from the Company in respect of the drawdown of the Extended Facility B (USD).

“Extension Effective Date” means the first date by which:

On the Extension Effective Date, each of the following steps set out in this Clause 2 shall be deemed to occur substantially concurrently and in the following chronological sequence.

For all purposes of this paragraph 2, references herein to:

in each case, save as otherwise set out herein.

The extension fees and OID fees payable in connection with the establishment of the Extended Facility B (EUR) and Extended Facility B (USD) shall be payable accordance with the terms of the OID Fee Letter.

[Remainder of this page intentionally left blank]

SCHEDULE 1

THE EFFECTIVE DATE OBLIGORS

SCHEDULE 2

CONDITIONS PRECEDENT TO THE EXTENSION EFFECTIVE DATE

Board approvals: with respect to Topco, to the extent legally required, a copy of a resolution of the board of directors, the management board of directors, any supervisory board of directors (or, in each case, any committee thereof) and/or equivalent body of Topco approving the transactions and the Finance Documents to which it is a party.

A copy of the counterparts of each of the following documents in the agreed form, each duly executed by the Company (where applicable, acting as Obligors’ Agent) and Topco (to the extent party to such document):

SCHEDULE 3

FORM OF AMENDED SENIOR FACILITIES AGREEMENT

WARNING: THE TAKING OF THIS DOCUMENT, ANY CERTIFIED COPY THEREOF OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION OF A TRANSACTION AGREED, ENVISAGED OR OTHERWISE MENTIONED IN THIS DOCUMENT, INCLUDING WRITTEN CONFIRMATIONS OR REFERENCES THERETO, INTO THE REPUBLIC OF AUSTRIA, AS WELL AS THE PRODUCTION IN, OR THE SENDING TO OR FROM, THE REPUBLIC OF AUSTRIA OF ANY OF THE FOREGOING DOCUMENTS, AS WELL AS THE SENDING TO OR FROM THE REPUBLIC OF AUSTRIA OF FAX MESSAGES OR E-MAILS CARRYING AN ELECTRONIC SIGNATURE (WHETHER DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED, MAY TRIGGER AUSTRIAN STAMP DUTY. IN ORDER TO AVOID TRIGGERING AUSTRIAN STAMP DUTY, DO NOT TAKE OR SEND TO OR SET UP IN THE REPUBLIC OF AUSTRIA THIS DOCUMENT OR ANY CERTIFIED COPY THEREOF OR WRITTEN AND SIGNED REFERENCES THERETO OR ANY STAMP DUTY SENSITIVE DOCUMENTS (WHETHER DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED

AGREED FORM

Originally dated 25 October 2018 as amended by the Amendment and Restatement Agreement and as otherwise amended from time to time

SENIOR FACILITIES AGREEMENT

between

INNIO GROUP HOLDING GMBH

(previously known as AI ALPINE AT BIDCO GMBH)

as the Company

INNIO NORTH AMERICA HOLDING INC.

(previously known as AI ALPINE US BIDCO INC.)

as US Bidco

INNIO INTERNATIONAL HOLDING B.V.

(previously known as AI ALPINE NL BIDCO B.V.)

as Dutch Bidco

arranged by

BANK OF AMERICA, N.A. AND BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, BNP PARIBAS FORTIS S.A./N.V., CITIGROUP GLOBAL MARKETS LIMITED, JEFFERIES FINANCE EUROPE, SCSP, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHLAND, NIEDERLASSUNG EINER FRANZÖSISCHEN SOCIÉTÉ ANONYME, ERSTE GROUP BANK AG, UNICREDIT BANK AUSTRIA AG, DEUTSCHE BANK AG, LONDON BRANCH AND LANDESBANK HESSEN-THÜRINGEN

GIROZENTRALE

as Mandated Lead Arrangers

with

WILMINGTON TRUST (LONDON) LIMITED

as Agent

and

WILMINGTON TRUST (LONDON) LIMITED

as Security Agent

TABLE OF CONTENTS

Page No.

THIS AGREEMENT was originally made on 25 October 2018 between the following parties and has been amended and restated on the Extension Effective Date:

IT IS AGREED as follows

In this Agreement:

“Acceptable Bank” means:

“Acceptable Funding Sources” means without duplication:

in each case to the extent any such amount is Not Otherwise Applied.

“Acceptable Nation” has the meaning given to that term in the definition of Cash Equivalent Investments.

“Accession Deed” means a document substantially in the form set out in Schedule 6 (Form of Accession Deed) or any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably).

“Accounting Principles” means, in respect of any Reporting Entity or a member of any Reporting Entity Group or the Group (as applicable), at its election, IFRS or generally accepted accounting principles it in its jurisdiction of incorporation, in each case to the extent applicable to the relevant financial statements and as applied by such Reporting Entity or that member of the Reporting Entity Group or Group (as applicable) from time to time.

“Accounting Reference Date” means 31 December, or otherwise the accounting reference date of the relevant Reporting Entity.

“Acquired Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Acquired Person or Asset” means:

in each case other than in connection with the Acquisition.

“Acquisition” means the direct or indirect acquisition by the Bidcos of the Targets in accordance with the terms of the Acquisition Agreement.

“Acquisition Agreement” means the sale and purchase agreement dated 25 June 2018 between the Bidcos and the Vendor in respect of the Acquisition.

“Acquisition Closing Date” means the date on which the Acquisition is completed in accordance with the terms of the Acquisition Agreement.

“Acquisition Costs” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Acquisition Documents” means the Acquisition Agreement and each other document or agreement designated in writing as an Acquisition Document by the Obligors’ Agent and the Agent (each acting reasonably).

“Additional Borrower” means a person which becomes a Borrower in accordance with Clause 33 (Changes to the Obligors).

“Additional Facility” means one or more additional facilities made available pursuant to Clause 2.2 (Additional Facilities) which are documented under this Agreement including as new or existing facility commitment(s) and/or as an additional tranche or class of, or an increase of, or an extension of, any existing Facility or a previously incurred Additional Facility.

“Additional Facility Borrower” means:

unless, in each case, it has ceased to be a Borrower in accordance with Clause 33 (Changes to the Obligors).

“Additional Facility Commencement Date” means in respect of an Additional Facility, the date, as elected by the Obligors’ Agent, specified as the Additional Facility

Commencement Date (being any date when the relevant Additional Facility is committed, utilised or available for utilisation) in the Additional Facility Notice relating to that Additional Facility.

“Additional Facility Commitment” means:

to the extent:

“Additional Facility Lender” means any Lender or other bank, trust, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Facility.

“Additional Facility Lender Accession Notice” means a notice substantially in the form set out in Part I (Form of Additional Facility Lender Accession Notice) of Schedule 14 (Forms of Additional Facility Notifications) or any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably).

“Additional Facility Loan” means a loan made or to be made under any Additional Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the relevant Additional Facility Commencement Date).

“Additional Facility Notice” means, in respect of an Additional Facility, a notice substantially in the form set out in Part II (Form of Additional Facility Notice) of Schedule 14 (Forms of Additional Facility Notifications) (or any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably)) delivered by the Obligors’ Agent to the Agent in accordance with Clause 2.2 (Additional Facilities).

“Additional Guarantee Facility” means any Additional Facility which is designated as a Guarantee Facility in an Additional Facility Notice.

“Additional Guarantee Facility Borrower” means:

unless, in the case of paragraphs (a) and (b) above, it has ceased to be a Guarantee Facility Borrower in accordance with Clause 33 (Changes to the Obligors).

“Additional Guarantee Facility Commitment” means:

to the extent:

“Additional Guarantee Facility Lender” means any Lender or other bank, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Guarantee Facility.

“Additional Guarantee Facility Utilisation” means a Bank Guarantee issued or to be issued under an Additional Guarantee Facility.

“Additional Guarantor” means any person which becomes an Additional Guarantor in accordance with Clause 33 (Changes to the Obligors).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Additional Revolving Facility” means any Additional Facility which is designated as a Revolving Facility in an Additional Facility Notice.

“Additional Revolving Facility Borrower” means:

unless, in each case, it has ceased to be a Revolving Facility Borrower in accordance with Clause 33 (Changes to the Obligors).

“Additional Revolving Facility Commitment” means:

to the extent:

“Additional Revolving Facility Lender” means any Lender or other bank, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Revolving Facility.

“Additional Revolving Facility Loan” means a loan made or to be made under any Additional Revolving Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the relevant Additional Facility Commencement Date).

“Additional Revolving Facility Utilisation” means an Additional Revolving Facility Loan or a Letter of Credit issued or to be issued under an Additional Revolving Facility.

“Additional Term Facility” means any Additional Facility which is not an Additional Revolving Facility.

“Advent Investors” means Advent International, L.P. and any funds, limited partnerships or other entities managed or advised by Advent International, L.P. or any of their Affiliates or direct or indirect Subsidiaries (but excluding, in each case, any portfolio company which is an obligor (and any of its Subsidiaries) in respect of any third party financing provided to that portfolio company (or any of its Subsidiaries) in which Advent International, L.P. or such funds, limited partnerships, Affiliates, Subsidiaries or investors hold an investment or interest in).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent’s Spot Rate of Exchange” means the 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. (local time) on a particular day or, if the Agent does not have a spot rate of exchange, the spot rate of exchange of any Original Revolving Facility Lender as selected by the Company.

“Agreed Certain Funds Obligor” means any member of the Group and/or any third party security provider which is a Holding Company of the Company designated as an Agreed Certain Funds Obligor by the Obligors’ Agent and the relevant Revolving Facility Lenders, Guarantee Facility Lenders or Additional Facility Lenders who have agreed to provide an Agreed Certain Funds Utilisation in accordance with the provisions of Clause 4.6 (Utilisations during an Agreed Certain Funds Period).

“Agreed Certain Funds Period” means, in respect of any Facility or Utilisation which all of the relevant Lenders have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.6 (Utilisations during an Agreed Certain Funds Period), the period specified in a notice delivered by the Obligors’ Agent and the relevant Lenders to the Agent.

“Agreed Certain Funds Utilisation” means:

“Agreed Co-Investor” means Abu Dhabi Investment Authority (“ADIA”) and any funds, limited partnerships or other entities managed or advised by ADIA (including, for the avoidance of doubt, Luxinva) or any of their Affiliates or direct or indirect Subsidiaries (but excluding, in each case, any portfolio company which is an obligor (and any of its Subsidiaries) in respect of any third party financing provided to that portfolio company (or any of its Subsidiaries) in which ADIA or such funds, limited partnerships, Affiliates, Subsidiaries or investors hold an investment or interest in).

“Agreed Security Principles” means the principles set out in Schedule 11 (Agreed Security Principles).

“Amendment and Restatement Agreement” means the amendment and restatement agreement dated 18 December 2023 between, amongst others, the Company and the Agent.

“Amortising Facility” means:

“Amortising Facility Commitment” means any Commitment under an Amortising Facility.

“Amortising Facility Loan” means a Loan made or to be made under an Amortising Facility.

“Amortising Facility Repayment Date” means:

“Amortising Facility Repayment Instalment” means:

in each case as amended pursuant to Clause 12.5 (Effect of Cancellation and Prepayment on Scheduled Repayments).

“Ancillary Commencement Date” means, in relation to an Ancillary Facility or Fronted Ancillary Facility (as the case may be), the date on which that Ancillary Facility or Fronted Ancillary Facility (as the case may be) is first made available whether or not drawn, which date shall be a Business Day within the Availability Period for the relevant Revolving Facility.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 11 (Ancillary Facilities), in each case as notified by the Ancillary Lender to the Agent pursuant to Clause 11.2 (Availability) to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility or a Fronted Ancillary Facility (as the case may be).

“Ancillary Facility” has the meaning given to that term in Clause 11.2 (Availability). “Ancillary Facility Utilisation” means a Utilisation under an Ancillary Facility.

“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 11 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time:

in each case net of any cash cover for that Ancillary Facility or Fronted Ancillary Facility and any credit balances on any account of any Borrower of an Ancillary Facility or Fronted Ancillary Facility with the Ancillary Lender or Fronting Ancillary Lender making available that Ancillary Facility or Fronted Ancillary Facility to the extent that the credit balances are freely available to be set-off by that Ancillary Lender or Fronting Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility or Fronted Ancillary Facility and in each case as determined by such Ancillary Lender or Fronting Ancillary Lender and Fronted Ancillary Lender(s), acting reasonably and in accordance with the relevant Ancillary Document, or (if not provided for in the relevant Ancillary

Document), after consultation with the relevant Borrower, in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

For the purposes of this definition:

“Annual Compliance Certificate” means a certificate substantially in the form set out in Part II (Form of Annual Compliance Certificate) of Schedule 8 (Forms of Compliance Certificate) and delivered by the Obligors’ Agent to the Agent under paragraph (c) of Clause 27.2 (Provision and contents of Compliance Certificates).

“Annual Financial Statements” has the meaning given to that term in paragraph (a)(i) of Clause 27.1 (Financial statements).

“Anti-Corruption Laws” means all laws of any jurisdiction applicable to an Obligor from time to time prohibiting bribery or corruption or money laundering (including the Bribery Act 2010 and the United States Foreign Corrupt Practices Act of 1977).

“Applicable Metric” means any financial covenant, ratio, permission, test, basket or threshold in any Finance Document (including any financial definition or component thereof and any financial covenant, ratio, permission, test, basket or threshold directly or indirectly calculated by reference to Consolidated EBITDA, Consolidated Pro Forma EBITDA, LTM EBITDA, the Senior Secured Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio or the Fixed Charge Coverage Ratio).

“Applicable Reporting Date” means, at the election of the Obligors’ Agent:

“Applicable Test Date” means the most recent Applicable Reporting Date elected by the Obligors’ Agent prior to:

and, in each case, the Obligors’ Agent may revoke such determination at any time and from time to time.

“Applicable US Laws” has the meaning given to such term in Clause 25.13 (Guarantee Limitations: United States of America).

“Approved Existing Ancillary Facility” means the ancillary facilities or other facilities of the type described in Clause 11.1 (Type of Facility) made available to the Group (including the Target Group) by a Lender which, prior to the Closing Date, are agreed and designated in writing as Approved Existing Ancillary Facilities by the Obligors’ Agent and the Lender which will provide those ancillary facilities as Ancillary Facilities under this Agreement in place of a corresponding part of that Lender’s unutilised Revolving Facility Commitments and promptly notified to the Agent.

“Approved Facility B Jurisdiction” means each jurisdiction listed in paragraph (a)(i)(B) of Clause 33.2 (Additional Borrowers).

“Approved List” means the list of lenders and potential lenders agreed by the Obligors’ Agent and the Mandated Lead Arrangers before the Closing Date and held by the Agent (as the same may be amended from time to time pursuant to paragraph (c) of Clause 31.3 (Conditions of assignment or transfer)).

“Approved Subsidiary” means each member of the Target Group set out in a list delivered to the Agent, the Original Guarantee Facility Issuing Bank and each Guarantee Facility Lender on or prior to the Closing Date and any Eligible Subsidiary that has become an Approved Subsidiary in accordance with Clause 8.9 (Approved Subsidiaries).

“Arrangement Fee Letter” has the meaning given in to that term in the definition of “Fee Letter”.

“Asset Disposition” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee, provided that if that other form does not contain an undertaking substantially similar to the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

“Auditors” means any firm of independent accountants appointed by the Company as its auditors from time to time.

“Austrian Capital Maintenance Rules” has the meaning given to that term in Clause 25.12 (Guarantee Limitations: Austria).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration, in each case required by any applicable law or regulation.

“Availability Period” means:

“Available Ancillary Commitment” means in relation to an Ancillary Facility or a Fronted Ancillary Facility, an Ancillary Lender’s Ancillary Commitment or a Fronted Ancillary Lender’s Fronted Ancillary Commitment or a Fronting Ancillary Lender’s Fronting Ancillary Commitments (which in the case of a multi-account overdraft, for the purpose of this definition, shall be the Designated Net Amount, unless, in relation to any Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment, otherwise agreed between the Obligors’ Agent and the relevant Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender) less the Ancillary Outstandings in relation to that Ancillary Facility or, in the case of a Fronted Ancillary Facility, that Fronted Ancillary Lender’s or Fronting Ancillary Lender’s proportion of the Ancillary Outstandings.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject to Clause 11.8 (Affiliates of Lenders) and as set out below):

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under a Revolving Facility only, the following amounts shall not be deducted from a Lender’s Commitment under that Revolving Facility:

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under a Guarantee Facility only, that Lender’s participation in any Guarantee Facility Utilisations under that Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that Lender’s Guarantee Facility Commitment.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“A&E Coordinators” means BNP Paribas Fortis S.A./N.V., Citibank N.A., London Branch, Deutsche Bank Aktiengesellschaft, Morgan Stanley Bank AG and UniCredit Bank Austria AG.

“Bank Guarantee” means any guarantee (including, but not limited to, an advance payment guarantee), bond (including, but not limited to, a surety bond or performance bond), indemnity, letter of credit, documentary or like letter of credit or any other instrument (including of suretyship or payment), issued, undertaken or made by a Guarantee Facility Lender (or the Guarantee Facility Issuing Bank on its behalf) in a form requested by a Borrower (or the Obligors’ Agent on its behalf) and agreed with the Guarantee Facility Issuing Bank (whether pursuant to a Supplemental Guarantee Facility Document or otherwise) acting reasonably and in good faith.

“Bank Guarantee Fee” has the meaning given to it in paragraph (a) of Clause 19.7 (Fees payable in respect of Bank Guarantees).

“Bank Guarantee Rate” has the meaning given to it in paragraph (a) of Clause 19.7 (Fees payable in respect of Bank Guarantees).

“Bank Levy” means any amount payable by any Finance Party or any of its Affiliates on the basis of, or in relation to:

“Base Case Model” means the financial model relating to the Group in the agreed form and delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent).

“Base Currency” means:

“Base Currency Amount” means:

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or utilisation under an Ancillary Facility or Fronted Ancillary Facility or (as the case may be) cancellation or reduction of an Ancillary Facility or Fronted Ancillary Facility.

“Bidcos” means the Company, US Bidco and Dutch Bidco. “Board of Directors” means:

Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors (excluding employee representatives, if any) on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval).

“Borrower” means:

“Break Costs” means the amount (if any) by which:

exceeds:

“Bridging Debt” means any Indebtedness which is incurred with an initial maturity of or about one (1) year or less:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Vienna, Amsterdam, New York and Luxembourg; and:

“Capital Stock” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Cash Equivalent Investments” means, at any time when held by a member of the Group, any Cash Equivalents (as defined in Schedule 17 (Certain New York Law Defined Terms) and (without double counting)):

in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than a Permitted Lien).

“Centre of Main Interests” means the “centre of main interests” as such term is used in Article 3(1) of Regulation (EU) No. 2015/848 of May 2015 of the European Parliament and of the Council on Insolvency Proceedings (recast).

“CEO” means the chief executive officer of the Group or, if no chief executive officer is appointed, such other person fulfilling the functions of chief executive officer of the Group.

“Certain Funds Entities” means the Company and (to the extent any Major Default, Major Representation and/or Major Undertaking (as applicable) applies to it only) Topco.

“Certain Funds Period” means the period beginning on (and including) 25 October 2018 and ending at 11.59 p.m. on the earliest to occur of:

or, in each case, such later time and date as agreed by the Mandated Lead Arrangers (each acting reasonably and in good faith).

“Certain Funds Utilisation” means a Utilisation made or to be made during the Certain Funds Period.

“CFO” means the chief financial officer or finance director of the Group or, if no chief financial officer or finance director is appointed, such other person fulfilling the functions of chief financial officer or finance director of the Group.

“Change of Control” has the meaning given to that term in Clause 14.1 (Exit and Listing).

“Charged Property” has the meaning given to that term in the Intercreditor Agreement.

“Clean-Up Period” has the meaning given to it in Clause 30.6 (Clean-up Period).

“Closing Date” means 2 November 2018.

“Closing Overfunding” means the aggregate amount invested in the Company by way of Equity Contribution on or around the Closing Date and identified as “Closing Overfunding” in the Funds Flow Statement and/or the Tax Structure Memorandum (to the extent a statement of sources and uses is contained therein), plus the amount of cash on the balance sheet of the Group (including the Target Group) as at the Closing Date, as certified by the Obligors’ Agent to the Agent as soon as practicable following the Closing Date or otherwise in the first Compliance Certificate delivered under the terms of this Agreement to the extent Not Otherwise Applied.

“Commitment” means a Facility B Commitment, an Original Guarantee Facility Commitment, an Original Revolving Facility Commitment and an Additional Facility Commitment.

“Commitment Letter” means the commitment letter dated 27 July 2018 (as amended or replaced from time to time) between, among others, the Mandated Lead Arrangers and the Company.

“Compliance Certificate” means an Annual Compliance Certificate or a Quarterly Compliance Certificate.

“Confidential Information” means all information relating to Topco, any Obligor, the Group, the Target Group, the Investors, the Transaction Documents, the Refinancing or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

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:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA on the date of this Agreement or in any other form agreed between the Obligors’ Agent and the Agent, and in any case capable of being relied upon by, and not capable of being materially amended without the consent of, the Obligors’ Agent.

“Consolidated EBITDA” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Consolidated Financial Interest Expenses” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Consolidated Pro Forma EBITDA” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Consolidated Senior Secured Net Debt” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Consolidated Senior Secured Net Leverage Ratio” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Consolidated Total Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Consolidated Total Net Leverage Ratio” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Consolidated Total Secured Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Constitutional Documents” means the constitutional documents of the Company.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

any Commitment or amount outstanding under this Agreement.

“Debt Transfer” has the meaning given in paragraph (a) of Clause 33.7 (Debt Transfer).

“Debt Transfer Notice” has the meaning given in paragraph (a)(iii) of Clause 33.7 (Debt Transfer).

“Declared Default” means the giving of notice by the Agent under paragraphs (a)(i), (a)(ii), (b)(i) or (b)(ii) of Clause 30.5 (Acceleration) and such notice has not been withdrawn, cancelled or otherwise ceased to have effect.

“Default” means an Event of Default or an event or circumstance which would (with the expiry of a grace period, the making of a determination, or the giving of notice provided for in Clause 30 (Events of Default), Schedule 16 (Events of Default) or any combination of the foregoing) be an Event of Default, provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied.

“Defaulting Lender” means any Lender (other than a Lender which is a member of the Group or a Sponsor Affiliate):

unless, in the case of paragraph (a) above:

in each case, provided that the Agent may assume that (A) any Lender which has notified the Agent that it has become a Defaulting Lender and (B) any Lender in relation to which it is aware that any of the events or circumstances referred to in this definition has occurred, is a Defaulting Lender unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

“Delegate” means any delegate, agent, attorney, co-trustee or co-security agent appointed by the Security Agent.

“Designated Person” means any person (i) listed in any applicable Sanctions-related list of designated persons maintained by a Sanctions Authority or (ii) located or resident in, or incorporated or organised under, the laws of a country or territory that is a Sanctioned Country, or (iii) owned or controlled by persons that are the target of Sanctions.

“Designated Gross Amount” has the meaning given to that term in Clause 11.2 (Availability). “Designated Net Amount” has the meaning given to that term in Clause 11.2 (Availability).

“Designation Date” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Disqualified Stock” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Dutch Civil Code” means the Burgerliik Wetboek of the Netherlands.

“Dutch Financial Supervision Act” means the Wet op het financieel toezicht of the Netherlands. “Dutch Obligor” means any Obligor domiciled in the Netherlands.

“DQ List” means the disqualified lender list agreed by the Company and the A&E Coordinators before the Extension Effective Date and held by the Agent (as the same may be amended from time to time pursuant to paragraph (c) of Clause 31.3 (Conditions of assignment or transfer)).

“EBITDA based basket” has the meaning given to that term in paragraph (a) of Clause 1.5 (Baskets and Basket Testing).

“Eligible Subsidiary” means any Subsidiary of the Company which is incorporated in (a) the same jurisdiction as an existing Approved Subsidiary or (b) in any other jurisdiction approved by each Lender under a Guarantee Facility.

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

“Environmental Law” means any applicable law or regulation binding upon a member of the Group in the jurisdiction in which it operates which relates to:

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

“Equity Contribution” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Equity Documents” means the Constitutional Documents and any document evidencing an Equity Contribution as described in paragraph (b) of the definition of “Equity Contribution”.

“EURIBOR” means, in relation to any Loan in euro:

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for euro and for a period equal in length to the Interest Period of that Loan and, if any such rate applicable to:

“Event of Default” means any event or circumstance specified as such in Clause 30 (Events of Default) (save for Clause 30.5 (Acceleration), Clause 30.6 (Clean-up Period) and Clause 30.7 (Excluded Matters).

“Excess Cash Flow” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Excess Cash Flow De Minimis” means an amount equal to the greater of (x) €150,000,000 and (y) an amount equal to 35% of LTM EBITDA.

“Excess IPO Proceeds” means any amount of IPO Proceeds received by any member of the Group from a Listing which does not result in a Change of Control and which are not applied (and which are not required to be applied) in prepayment of the Facilities or any other Indebtedness.

“Exchange Act” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Excluded Jurisdiction” has the meaning given to that term in paragraph 6 (Excluded Jurisdictions) of Schedule 11 (Agreed Security Principles).

“Existing Bank Guarantees” means each letter of credit, bank guarantee or similar instrument issued on behalf of a member of the Target Group on or prior to the Closing Date as notified by the Company to the Guarantee Facility Issuing Bank and the Agent prior to the Closing Date.

“Existing Lender” has the meaning given to that term in Clause 31.2 (Assignments and Transfers by Lenders).

“Existing Target Debt” means, if applicable, the outstanding Indebtedness (and any interest, coupon, premia, fees, costs or expenses accruing thereon after the Closing Date) under (i) any Existing Target Debt Document and (ii) any hedging agreement or related or ancillary agreement entered into in connection with any Existing Target Debt Document.

“Existing Target Debt Document” means any document or instrument constituting, documenting or evidencing any indebtedness made available to or guaranteed or secured by any member of the Target Group and existing immediately prior to the Closing Date.

“Exit Event” has the meaning given to that term in Clause 14.1 (Exit and Listing). “Expiry Date” means, for a Letter of Credit or Bank Guarantee, the last day of its Term.

“Extension Effective Date” has the meaning given to such term in the Amendment and Restatement Agreement.

“Facility” means a Term Facility, a Guarantee Facility, a Revolving Facility and any Additional Facility, in each case, as the context requires.

“Facility B” means Facility B (EUR) and/or Facility B (USD).

“Facility B Borrower” means each of the Company, US Bidco and any Additional Borrowers in respect of Facility B.

“Facility B Commitment” means a Facility B (EUR) Commitment and/or a Facility B (USD) Commitment.

“Facility B Lender” means a Facility B (EUR) Lender and/or a Facility B (USD) Lender. “Facility B Loan” means a Facility B (EUR) Loan and/or a Facility B (USD) Loan.

“Facility B (EUR)” means the term loan facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities).

“Facility B (EUR) Commitment” means:

to the extent:

“Facility B (EUR) Lender” means any Lender who makes available a Facility B (EUR) Commitment or a Facility B (EUR) Loan.

“Facility B (EUR) Loan” means a loan made or to be made under Facility B (EUR) or the principal amount outstanding for the time being of that loan.

“Facility B (EUR) / Facility B (USD) Rate of Exchange” means €1.00 equals US$1.10.

“Facility B (USD)” means the term loan facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities).

“Facility B (USD) Commitment” means:

to the extent:

“Facility B (USD) Lender” means any Lender who makes available a Facility B (USD) Commitment or a Facility B (USD) Loan.

“Facility B (USD) Loan” means a loan made or to be made under Facility B (USD) or the principal amount outstanding for the time being of that loan.

“Facility Office” means the office or offices notified by a Lender, Finance Party, the Guarantee Facility Issuing Bank or the Issuing Bank to the Agent in writing on or before the date it becomes a Lender, Finance Party, Guarantee Facility Issuing Bank or the Issuing Bank (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

“FATCA Application Date” means:

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means:

“Finance Document” means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Supplemental Guarantee Facility Document, any Fee Letter, each Increase Confirmation, each Additional Facility Notice and Additional Facility Lender Accession Notice, the Intercreditor Agreement, any Resignation Letter, any

Selection Notice, any Debt Transfer Notice, the Syndication Strategy Letter, any Transaction Security Document, any Utilisation Request and any other document designated as a Finance Document by the Agent and the Obligors’ Agent.

“Finance Party” means the Agent, each Mandated Lead Arranger, the Security Agent, a Lender, the Issuing Bank, Guarantee Facility Issuing Bank, or any Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary Lender.

“Financial Covenant Facility” has the meaning given to that term in paragraph (b) of Clause 28.2 (Financial Condition).

“Financial Quarter” has the meaning given to that term in Clause 28.1 (Financial definitions). “Financial Statements” means Annual Financial Statements or Quarterly Financial Statements. “Financial Year” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Fitch” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Fixed Charge Coverage Ratio” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Fronted Ancillary Commitment” means, in relation to a Fronted Ancillary Lender and a Fronted Ancillary Facility, the maximum Base Currency Amount of the Revolving Facility Commitment of that Fronted Ancillary Lender that is fronted under the Fronted Ancillary Facility as notified by the Fronting Ancillary Lender to the Agent pursuant to Clause 11.2 (Availability), such Fronted Ancillary Portion being equal to the proportion borne by that Fronted Ancillary Lender’s Available Commitment to the Available Facility (in each case in relation to the applicable Revolving Facility) on the date of such notification, to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility.

“Fronted Ancillary Lender” has the meaning given to that term in Clause 11.2 (Availability). “Fronted Ancillary Facility” has the meaning given to that term in Clause 11.2 (Availability).

“Fronted Ancillary Facility Fee” has the meaning given to that term in Clause 19.8 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities).

“Fronted Ancillary Facility Fee Period” has the meaning given to that term in Clause 19.8 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities).

“Fronted Ancillary Portion” means, in relation to a Fronted Ancillary Lender, the proportion which that Fronted Ancillary Lender’s commitment under a Fronted Ancillary Facility bears to all commitments under that Fronted Ancillary Facility.

“Fronting Ancillary Commitment” means, in relation to a Fronting Ancillary Lender and a Fronted Ancillary Facility, the maximum Base Currency Amount of that Fronted Ancillary Facility for which it is not indemnified by other Fronted Ancillary Lenders pursuant to paragraph (b) of Clause 11.15 (Fronted Ancillary Commitment Indemnities), as notified by the Fronting Ancillary Lender to the Agent pursuant to Clause 11.2 (Availability) to the extent that amount is not increased, cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility.

“Fronting Ancillary Lender” has the meaning given to that term in Clause 11.2 (Availability).

“Funded Capital Structure” means the sum of (a) the Sponsor Equity Investment plus (b) the aggregate principal amount of the funded Facility B Loans and loans made available pursuant to the Second Lien Facility Agreement, in each case, as of the Closing Date (excluding any increases in such amount as contemplated by a Fee Letter (and/or any other letter setting out syndication and/or flex terms relating to the Transaction) to fund certain original issue discount or fees in connection with any of the Facilities and the Second Lien Facility) less (i) cash on balance sheet of Target Group as of the Closing Date, and (ii) any Closing Overfunding.

“Funds Flow Statement” means any funds flow statement relating to the Transaction which is delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent).

“Gross Outstandings” means, in relation to a multi-account overdraft, the Ancillary Outstandings of that multi-account overdraft but calculated on the basis that the wording in the definition of “Ancillary Outstandings” permitting the netting of credit balances were deleted.

“Group” means the Company and each of its Restricted Subsidiaries from time to time. “Group Initiative” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Group Structure Chart” means any structure chart of the Group (assuming the Acquisition Closing Date has occurred) which is delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent).

“Guarantee Facility” means the Original Guarantee Facility or an Additional Guarantee Facility.

“Guarantee Facility Borrower” means an Original Guarantee Facility Borrower or an Additional Guarantee Facility Borrower.

“Guarantee Facility Commitment” means an Original Guarantee Facility Commitment or an Additional Guarantee Facility Commitment.

“Guarantee Facility Lender” means an Original Guarantee Facility Lender or an Additional Guarantee Facility Lender.

“Guarantee Facility Utilisation” means:

“Guarantee Facility Issuing Bank” means the Original Guarantee Facility Issuing Bank or any Guarantee Facility Lender (or Affiliate thereof) which has notified the Agent and the Company that it has agreed to be a Guarantee Facility Issuing Bank pursuant to the terms of this Agreement and to the extent there is more than one Guarantee Facility Issuing Bank in respect of Bank Guarantees outstanding at any time, as the context dictates, the “Guarantee Facility Issuing Bank” shall be the Guarantee Facility Issuing Bank that has issued or agreed to issue that Bank Guarantee.

“Guarantee Limitations” means, in respect of any Obligor and any payments such Obligor is required to make in its capacity as a guarantor or as the provider of an indemnity or as debtor of costs or disbursements or with respect to any other payment obligation under this Agreement or any other Finance Document, the limitations and restrictions applicable to such entity pursuant to Clause 25.11 (Guarantee Limitations: General) to Clause 25.15 (Additional Guarantee Limitations) (inclusive) and the relevant Accession Deed applicable to such Additional Guarantor.

“Guarantee Proportion” means, in relation to a Guarantee Facility Lender in respect of any Bank Guarantee, the proportion, expressed as a percentage of that Lender’s Available Commitment in the Guarantee Facility pursuant to which such Bank Guarantee has been issued immediately prior to the issuance of that Bank Guarantee.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 33.4 (Resignation of an Obligor).

“Guarantor Coverage Test” means confirmation that the aggregate (without double counting) earnings before interest, tax, depreciation and amortisation (calculated on an LTM basis on the same basis as Consolidated EBITDA but taking each entity on an unconsolidated basis and excluding goodwill, all intra Group items and investments in Subsidiaries of any member of the Group) (EBITDA) of the members of the Group which are Guarantors equals or exceeds 80% of Consolidated EBITDA (excluding for these purposes, any adjustments made to Consolidated EBITDA pursuant to paragraphs (a)(viii) and (a)(ix) of the definition thereof), provided that, for the purposes of calculating the Guarantor Coverage Test only:

such member of the Group shall be deemed to have zero (0) EBITDA, for the purpose of calculating the denominator of the Guarantor Coverage Test.

“Hedge Counterparty” means each person which is party to the Intercreditor Agreement as a “Hedge Counterparty”.

“Hedge Fund” means a pooled investment vehicle or similar entity that is or would reasonably be recognised or categorised as a “hedge fund” by reputable institutions which are prominent participants in the financial markets (including any “vulture funds” and any pass-through or structured finance vehicles, in whatever legal form, which are used by any such pooled investment vehicle or similar entity) as part of structuring any investment.

“Hedging Agreement” has the meaning given to that term in the Intercreditor Agreement.

“Hedging Obligations” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Historic Term SOFR” means, in relation to any Loan denominated in USD, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than three (3) US Government Securities Business Days before the Quotation Day.

“Holding Company” means, in relation to a company, corporation or any other entity, any other company, corporation or entity in respect of which it is a Subsidiary.

“IFRS” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Impaired Agent” means the Agent at any time when:

unless, in the case of paragraph (a) above:

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation) or in any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably).

“Increase Lender” has the meaning given to that term in Clause 2.3 (Increase).

“Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Industry Competitor” means any person or entity (or any of its Affiliates) which is a competitor of a member of the Group or whose business is similar or related to a member of the Group (including any supplier or sub-contractor) and any controlling shareholder of such persons or any person which is acting (in relation to this Agreement) on behalf of such person or entity, provided that this shall not include any person or entity (or any of its Affiliates) which is a bank, financial institution or trust, fund or other entity whose principal business or a material activity of whom is arranging, underwriting or investing in debt.

“Information Memorandum” means the document in the form approved by the Obligors’ Agent concerning the Group and the Target Group in relation to the Facilities and the Second Lien

Facility and distributed by the Mandated Lead Arrangers on a confidential basis prior to the Syndication Date in connection with the syndication of Facility B.

“Initial Investors” means:

“Inside Maturity Additional Facility Indebtedness” means an Additional Facility (or part thereof) which has been designated by the Obligors’ Agent as Inside Maturity Additional Facility Indebtedness, provided that at no time shall the outstanding aggregate principal amount of all Indebtedness designated as Inside Maturity Additional Facility Indebtedness exceed an amount equal to the greater of (x) €220,000,000 and (y) an amount equal to 50% of LTM EBITDA.

“Insolvency Event” means, in relation to a Finance Party, the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, custodian or other similar officer in respect of that Finance Party or all or substantially all of that Finance Party’s assets or any analogous procedure or step being taken in any jurisdiction with respect to that Finance Party.

“Intellectual Property” means:

“Intercreditor Agreement” means the intercreditor agreement dated 25 October 2018 and made between, among others, the Company, the Original Debtors (as defined therein), the Agent, the Security Agent and the Original Lenders.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 17 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 17 (Default interest).

“Internal Revenue Code” means the US Internal Revenue Code of 1986, as amended.

“Interpolated Screen Rate” means, in relation to EURIBOR for any Loan, the rate (rounded to the same number of decimal places as the two (2) relevant Screen Rates) which results from interpolating on a linear basis between:

each as of the Specified Time for the currency of that Loan.

“Interpolated Term SOFR” means, in relation to the applicable Term SOFR for any Loan denominated in USD, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

each as of 11.00am (London time).

“Investment” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Investors” means the Initial Investors and any other person holding (directly or indirectly) any issued share capital of the Company from time to time.

“IPO Proceeds” means the Net Proceeds received by members of the Group or any Holding Company of the Company from a Listing or a primary issue of shares in connection with such a Listing.

“Issuing Bank” means any Lender which has notified the Agent that it has agreed to the Obligors’ Agent’s request to be an Issuing Bank under a Revolving Facility pursuant to the terms of this Agreement (and if more than one Lender has so agreed, such Lenders shall be referred to, whether acting individually or together, as the Issuing Bank), provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the Issuing Bank shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit.

“L/C Proportion” means, in relation to a Revolving Facility Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the relevant Available Facility (in each case) under a Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender, including pursuant to Clause 11.11 (Adjustments required in relation to Ancillary Facilities).

“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or under Clause 33 (Changes to the Obligors) or at any other time in connection with the Finance Documents.

“Legal Reservations” means:

“Lender” means:

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement and provided that (among other things as provided by this Agreement) upon (i) termination in full of all Commitments of any Lender in relation to any Facility and (ii) payment in full of all amounts which are then due and payable to such Lender under that Facility, such Lender shall not be regarded as a Lender for that Facility for the purpose of determining whether any provision which requires consultation, consent, agreement or vote with any Lender (or any class thereof) has been complied with.

“Letter of Credit” means:

“Liabilities” has the meaning given to that term in the Intercreditor Agreement.

“Lien” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Listing” means the listing or the admission to trading of all or any part of the share capital of any member of the Group or any Holding Company (the only material assets of which are shares or other investments (directly or indirectly in the Group)) of a member of the Group (other than the Initial Investors) on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any other exchange or market in any jurisdiction or country or any other sale or issue by way of listing, flotation or public offering or any equivalent circumstances in relation to any member of the Group or any such Holding Company of any member of the Group (other than the Initial Investors and their Holding Companies) in any jurisdiction or country.

“LMA” means the Loan Market Association.

“Loan” means a Term Loan or a Revolving Facility Loan.

“Loan to Own/Distressed Investor” means any person (including an Affiliate or a Related Fund of a Lender or any transferee which satisfies the requirements set out under paragraph (b) of Clause 31.3 (Conditions of Assignment or Transfer)) whose principal business or material activity is in investment strategies whose primary purpose is the purchase of loans or other debt securities with the intention of (or view to) owning the equity or gaining control of a business (directly or indirectly), provided that:

shall not, in each case, be a Loan to Own/Distressed Investor. “LTM” means last 12 Months.

“LTM EBITDA” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Major Default” means any event or circumstance constituting an Event of Default that is continuing under:

in each case as it relates to:

“Major Representation” means a representation or warranty under:

in each case as it relates to:

“Major Undertaking” means an undertaking under:

in each case as it relates to:

“Majority Lenders” means, subject to paragraph (e) of Clause 43.4 (Other exceptions), a Lender or Lenders whose Commitments aggregate more than 50% of the Total Commitments (or, if the Total Commitments have been reduced to zero (0), aggregated more than 50% of the Total Commitments immediately prior to that reduction), provided that, in each case, for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment.

“Majority Guarantee and Revolving Facility Lenders” means, subject to paragraph (e) of Clause 43.4 (Other exceptions), a Lender or Lenders whose Commitments aggregate more than 50% of (i) the Total Original Revolving Facility Commitments; (ii) the Total Additional Facility Commitments in respect of any Additional Revolving Facility which benefits from the requirements of Clause 28.2 (Financial Condition) to the extent specified in the relevant Additional Facility Notice; (iii) the Total Original Guarantee Facility Commitments; and (iv) the Total Additional Facility Commitments in respect of any Additional Guarantee Facility which benefits from the requirements of Clause 28.2 (Financial Condition) to the extent specified in the

relevant Additional Facility Notice (or, if each of the Total Original Revolving Facility Commitments, Total Original Guarantee Facility Commitments and the Total Additional Facility Commitments under each applicable Additional Revolving Facility and applicable Additional Guarantee Facility have been reduced to zero (0), aggregated more than 50% of the Total Original Revolving Facility Commitments, Total Original Guarantee Facility Commitments and the Total Additional Facility Commitments under each applicable Additional Revolving Facility and applicable Additional Guarantee Facility immediately prior to that reduction), provided that, in each case, for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment.

“Margin” means:

but:

However:

“Market Flex” has the meaning given to that term in the Syndication Strategy Letter.

“Material Adverse Effect” means any event or circumstance which in each case after taking into account all mitigating factors or circumstances including, any warranty, indemnity, insurance or other resources available to the Group (including from a Sponsor Affiliate) or right of recourse against any third party with respect to the relevant event or circumstance and any obligation of any person in force to provide any additional equity investment:

and, in each case, if capable of remedy, is not remedied within 20 Business Days of the earlier of (i) the Obligors’ Agent becoming aware of the issue and (ii) the giving to the Obligors’ Agent of written notice of the issue by the Agent.

“Material Intellectual Property” means the intellectual property rights which are material in the context of the business of the Group (taken as a whole) and which are required by the Group in order to carry on its business as it is being conducted.

“Material Subsidiary” means, at any time:

“Maximum Liability” has the meaning given to such term in Clause 25.13 (Guarantee Limitations: United States of America).

“MFN (EUR) Facility” means an Additional Term Facility which:

“MFN (USD) Facility” means an Additional Term Facility which:

“MFN Margin Cap (EUR)” means a percentage rate per annum equal to the aggregate of:

“MFN Margin Cap (USD)” means a percentage rate per annum equal to the aggregate of:

“Month” means a period starting on one (1) day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The rules set out in paragraphs (a) to (c) above will only apply to the last month of any period.

“Moody’s” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Net Outstandings” means, in relation to a multi-account overdraft, the Ancillary Outstandings of that multi-account overdraft.

“Net Proceeds” means the cash proceeds received from a Listing after deducting:

“Net Short Lender” means any Lender (other than any Lender that is a regulated bank) 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.

“New Debt Financing” has the meaning given to that term in the Intercreditor Agreement.

“New Lender” has the meaning given to that term in Clause 31.2 (Assignments and Transfers by Lenders).

“Non Acceptable Guarantee Lender” means a Lender under a Guarantee Facility which:

“Non Acceptable L/C Lender” means a Lender under a Revolving Facility which:

“Non Consenting Lender” means any Lender, where:

“Not Otherwise Applied” means, in relation to any amount which is proposed to be included, applied, designated or taken into account, that such amount has not been (and is not simultaneously being), included, applied, designated or taken into account in respect of, any other calculation, use, event, transaction or permission.

“Notice Date” has the meaning given to that term in Clause 19.8 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities).

“Notifiable Debt Purchase Transaction” has the meaning given to that term in paragraph (h) of Clause 32 (Debt Purchase Transactions).

“Obligor” means a Borrower or a Guarantor.

“Obligors’ Agent” means the Company or such other person appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.6 (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury (or any successor thereto).

“Officer” means, with respect to any person:

“Officer’s Certificate” means, with respect to any person, a certificate signed by one Officer of such person.

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

“Original Accounting Principles” means the accounting principles and related accounting practices and financial reference periods consistent with those applied in the Base Case Model.

“Original Financial Statements” means the carve-out financial statements of the Target Group produced by KPMG LLP.

“Original Guarantee Facility” means the bank guarantee facility made available under this Agreement as described in paragraph (a)(iii) of Clause 2.1 (The Facilities).

“Original Guarantee Facility Borrower” means (i) an Original Borrower and any member of the Group which becomes an Additional Borrower under the Original Guarantee Facility in accordance with Clause 33 (Changes to the Obligors), unless, in each case, the relevant Original Guarantee Facility Borrower has ceased to be an Guarantee Facility Borrower in accordance with Clause 33 (Changes to the Obligors), and (ii) an Approved Subsidiary.

“Original Guarantee Facility Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Original Guarantee Facility Lender” means any Lender who makes available an Original Guarantee Facility Commitment or an Original Guarantee Facility.

“Original Guarantee Facility Utilisation” means a Bank Guarantee issued or to be issued under the Original Guarantee Facility.

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Original Revolving Facility” means the revolving credit facility made available under this Agreement as described in paragraph (a)(iv) of Clause 2.1 (The Facilities) (being, for the avoidance of doubt, the “Extended Original Revolving Facility” as defined in the amendment agreement in respect of the Original Revolving Facility and the Original Guarantee Facility dated 28 November 2023).

“Original Revolving Facility Borrower” means each Original Borrower and any member of the Group which accedes as an Additional Borrower under the Revolving Facility in accordance with Clause 33 (Changes to the Obligors), unless it has ceased to be a Revolving Facility Borrower in accordance with Clause 33 (Changes to the Obligors).

“Original Revolving Facility Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Original Revolving Facility Lender” means any Lender who makes available an Original Revolving Facility Commitment or an Original Revolving Facility Loan.

“Original Revolving Facility Loan” means a loan made or to be made under the Original Revolving Facility or the principal amount outstanding for the time being of that loan.

“Original Revolving Facility Utilisation” means an Original Revolving Facility Loan or a Letter of Credit issued or to be issued under the Original Revolving Facility.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filing, endorsements, notarisation, stampings and/or notifications of or under the Transaction Security Documents and/or the Security created thereunder and any other actions or steps, necessary in any jurisdiction or under any laws or regulations in order to create or perfect or make valid or enforceable any Security or the Transaction Security Documents or to achieve the relevant priority expressed therein.

“Permitted Acquisition” means any Permitted Investment under paragraphs (a)(ii) or (b) of the definition of Permitted Investment or any other acquisition or investment not prohibited by (or otherwise approved under) the terms of this Agreement.

“Permitted Collateral Lien” has the meaning given to that term Schedule 17 (Certain New York Law Defined Terms).

“Permitted Holders” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Permitted Indebtedness” means Indebtedness not prohibited by the terms of this Agreement.

“Permitted Investment” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Permitted Lien” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Permitted Payment” means any dividend, distribution, payment, repayment, prepayment, purchase, repurchase, redemption, defeasance, discharge, exchange, other acquisition, retirement or Investment not prohibited by the terms of this Agreement, including, for the avoidance of doubt, any Permitted Transaction.

“Permitted Reorganisation” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Permitted Structural Adjustment” means a Structural Adjustment not prohibited by this Agreement.

“Permitted Transaction” means:

in each case to the extent that (A) any such conversion, redemption, repurchase or repayment is made without any immediate or deferred cash payment to the holders of the concerned shares or shareholder loans, and (B) the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent (ignoring for the purposes of assessing such equivalency any limitations required in accordance with the Agreed Security Principles or hardening periods) security over the new shares or shareholder loans resulting from such conversion, redemption, repurchase or repayment;

“Preferred Stock” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Prevailing Market Determination” means a determination by the Agent (that shall be made by the Agent acting in good faith and promptly) in relation to the provisions of any document or any Published Rate Successor Conforming Change, where such determination shall be given if such provisions broadly reflect at such time any prevailing London or European leveraged finance market position for loans in the relevant currency and/or similar size 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 Investor or Sponsor Affiliate (including, in each case, any precedent provided to the Agent by the Company in respect of such provisions).

“Published Rate” has the meaning given to that term in Clause 16.5 (Replacement of Screen Rate).

“Published Rate Replacement Event” has the meaning given to that term in Clause 16.5 (Replacement of Screen Rate).

“Published Rate Successor Conforming Changes” has the meaning given to that term in Clause 16.5 (Replacement of Screen Rate).

“Pro Forma Acquisition Adjustments” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Pro Forma Disposal Adjustments” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Pro Forma Group Initiative Adjustments” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Quarter Date” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Quarterly Compliance Certificate” means a compliance certificate substantially in the agreed form set out in Part I (Form of Quarterly Compliance Certificate) of Schedule 8 (Forms of Compliance Certificate) (or in any other form agreed between the Company and the Agent (each acting reasonably)) and delivered by the Obligors’ Agent to the Agent under paragraph (a) of Clause 27.2 (Provision and contents of Compliance Certificates).

“Quarterly Financial Statements” has the meaning given to that term in paragraph (a)(ii) of Clause 27.1 (Financial statements).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given on more than one (1) day, the Quotation Day will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reconciliation Statement” has the meaning given to such term in paragraph (a)(ii) of Clause 27.4 (Agreed Accounting Principles).

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four (4) decimal places) as supplied to the Agent at its request by the Reference Banks, in relation to EURIBOR, as the rate at which the relevant Reference Bank could borrow funds in the European interbank market, in euro and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in a reasonable market size in that currency and for that period.

“Reference Banks” means, in relation to EURIBOR, up to three (3) Lenders as may be appointed by the Agent in consultation with the Obligors’ Agent (provided that no Finance Party shall be appointed as a Reference Bank without its consent).

“Refinancing” means the refinancing or extension (as applicable) of the facilities previously incurred under this Agreement as in effect immediately prior to the Extension Effective Date and all related transactions occurring substantially concurrently therewith.

“Refinancing Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Register” has the meaning given to that term in Clause 31.10 (The Register).

“Related Fund” in relation to a fund or account (the “first fund”), means a fund or account which is managed or advised directly or indirectly 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.

“Release Condition” has the meaning given to that term in Clause 29.15 (Qualifying Listing / Ratings Trigger).

“Released Amounts” has the meaning given to that term in paragraph (c) of Clause 29.15 (Qualifying Listing / Ratings Trigger).

“Relevant Interbank Market” means:

“Relevant Jurisdiction” means, in relation to an Obligor:

“Relevant Period” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Renewal Request” means a written notice delivered the Agent in accordance with Clause 6.6 (Renewal of a Letter of Credit) or Clause 8.6 (Renewal of a Bank Guarantee).

“Repeating Representations” has the meaning given to it in paragraph (b) of Clause 26.24 (Repetition).

“Replaced Lender” has the meaning given to that term in paragraph (a) of Clause 43.5 (Replacement of Lender).

“Replacement Notice” has the meaning given to that term in paragraph (a) of Clause 43.5 (Replacement of Lender).

“Reporting Entity” means (i) the Company; (ii) an IPO Entity; or (iii) any Holding Company thereof (in each case, as determined at the sole discretion of the Company).

“Reporting Entity Group” means the applicable Reporting Entity and each of its Subsidiaries (or in the case of Subsidiaries of the Company, limited to Restricted Subsidiaries) from time to time including on and from the Closing Date, the Target Group.

“Reports” means the reports listed at paragraph 5 of Part I (Conditions Precedent to the Closing Date) of Schedule 2 (Conditions Precedent).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a document substantially in the form set out in Schedule 7 (Form of Resignation Letter) or any other form agreed between the Agent and the Obligors’ Agent (each acting reasonably).

“Restricted Subsidiary” means each Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Restructuring Costs” has the meaning given to that term in Clause 28.1 (Financial definitions). “Retained Cash” has the meaning given to that term in Clause 28.1 (Financial definitions). “Retained Cash Flow” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Retained Excess Cash” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Revolving Facility” means the Original Revolving Facility or an Additional Revolving Facility.

“Revolving Facility Borrower” means an Original Revolving Facility Borrower or an Additional Revolving Facility Borrower.

“Revolving Facility Commitment” means an Original Revolving Facility Commitment or an Additional Revolving Facility Commitment.

“Revolving Facility Lender” means an Original Revolving Facility Lender or an Additional Revolving Facility Lender.

“Revolving Facility Loan” means:

“Revolving Facility Utilisation” means:

“Rolled Proceeds” means the proceeds received by a Rollover Investor pursuant to or in connection with the Acquisition and which are reinvested, or advanced, directly or indirectly, in the Company, its Subsidiaries or any Holding Company of the Company (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 Acquisition Closing Date or any other director or member of the management or other person which reinvests or advances any proceeds payable or received pursuant to or in connection with the Acquisition (directly or indirectly) in an Obligor, its Subsidiaries, the Company or a Holding Company of the Company (including on a non-cash basis) or which will remain a shareholder in any Target (directly or indirectly) on the Acquisition Closing Date.

“Rollover Loan” means one (1) or more Revolving Facility Loans:

“S&P” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Sanctioned Country” means, at any time, a country or territory which itself is, or whose government is, the target of comprehensive Sanctions (as of the Extension Effective Date, being Afghanistan, the Crimea, the occupied territories in the Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria).

“Sanctioned Lender” means any Lender that is a Designated Person (or that is acting on behalf of a person that is a Designated Person), provided that this definition shall not be interpreted to the extent that it would violate or expose any Holding Company, any other Obligor, any member of the Group or any Finance Party or any of its or their directors, officers, agents or employees to any liability under any applicable 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).

“Sanctioned Person” means any person, entity, or other party that is (or persons that are):

provided that, in the case of paragraphs (a) to (e) (inclusive) above, a person shall not be deemed to be a Sanctioned Person if transactions or dealings with such person are not prohibited under applicable Sanctions or are permitted under a license, license 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 EU member state, (d) the United Kingdom and (e) the respective governmental institutions of any of the foregoing which administer Sanctions, including OFAC, the US State Department, the US Department of Commerce, the US Department of the Treasury, and His Majesty’s 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 His 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.

“Screen Rate” means, in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters 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 or service is replaced or ceases to be available, the Obligors’ Agent may specify another page or service displaying the relevant or replacement rate after consultation with the Agent.

“Second Lien Facility” means a facility made available under the Second Lien Facilities Agreement (provided that, for the avoidance of doubt, the Second Lien Facility was repaid in full and the Second Lien Facilities Agreement ceased to have any force or effect on or around 8 February 2022).

“Second Lien Facilities Agreement” means the second lien facilities agreement entered into between, among others, the Company and the Original Lenders (as defined therein) on or around 25 October 2018 (provided that, for the avoidance of doubt, the Second Lien Facility was repaid in full and the Second Lien Facilities Agreement ceased to have any force or effect on or around 8 February 2022).

“Second Lien Finance Documents” has the meaning given to the term “Finance Documents” in the Second Lien Facilities Agreement.

“Second Lien Liabilities” has the meaning given to that term in the Intercreditor Agreement.

“Secured Debt Document” has the meaning given to that term in the Intercreditor Agreement.

“Secured Parties” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien, security assignment, security transfer of title or other security interest having a similar effect.

“Selection Notice” means a notice substantially in the form set out in Part IV (Form of Selection Notice) of Schedule 3 (Requests and Notices) given in accordance with Clause 17 (Interest Periods) in relation to a Term Facility.

“Senior Secured Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Senior Secured Net Leverage Ratio” has the meaning given to that term in Clause 28.1 (Financial definitions).

“Separate Loan” has the meaning given to that term in paragraph (a) of Clause 12.4 (Loans provided by a Defaulting Lender or a Sanctioned Lender).

“Specified Time” means a day or time determined in accordance with Schedule 9 (Timetables).

“Sponsor Affiliate” means (i) the Advent Investors and their Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or advised by the Advent Investors or any of their Affiliates or any of their direct or indirect Subsidiaries, (iii) any trust of the Advent Investors or any of their Affiliates or any of their direct or indirect Subsidiaries or in respect of which any such persons are a trustee, (iv) any partnership of the Advent Investors or any of their Affiliates or any of their direct or indirect Subsidiaries or in respect of which any such persons are a partner and (v) any trust, fund or other entity which is managed by, or is under the control of, the Advent Investors or any of their Affiliates or any of their direct or indirect Subsidiaries, but excluding (in each case) any fund or entity that is affiliated with or managed and/or advised by the Advent Investors where the principal business of such affiliated fund or entity is investing in debt.

“Sponsor Equity Investment” means the aggregate amount of (i) investment in cash or in kind in the form of equity (including share capital) made in connection with the Acquisition on or around the Closing Date together with the contribution of any proceeds, or other capital contributions (including by way of premium and/or contribution to capital reserve), made by the Initial Investors (including by way of contribution of any proceeds to the Company (or to any Holding Company of the Company to the extent such proceeds are applied on or around the Closing Date towards fees, costs or any other expenses relating to the Acquisition)); (ii) any Subordinated Liabilities (as defined in the Intercreditor Agreement); and/or (iii) any Rolled Proceeds.

“Structural Adjustment” means:

in each case, other than in respect of an Additional Facility established pursuant to Clause 2.2 (Additional Facilities) or pursuant to Clause 16.5 (Replacement of Screen Rate); or

“Structural Intercompany Receivable” means the receivable in respect of any intercompany loan entered into between Topco (as lender) and the Company (as borrower) pursuant to any Topco Proceeds Loan or Subordinated Liabilities (as defined in the Intercreditor Agreement).

“Subordinated Indebtedness” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Subsidiary” means, (i) in relation to any person, any entity which is controlled directly or indirectly by that person and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time, and control for this purpose means the direct or indirect ownership of the majority of the voting share capital of such entity or the right or ability to direct management to comply with the type of material restrictions and obligations contemplated in this Agreement or to determine the composition of a majority of the Board of Directors (or like board) of such entity, in each case, whether by virtue of ownership of share capital, contract or otherwise provided that notwithstanding anything to the contrary no Unrestricted Subsidiary shall be deemed to be a member of the Group and (ii) in relation to any person incorporated or established in the Republic of Austria, a subsidiary (Tochterunternehmen) within the meaning of § 189 no 7 of the Austrian Commercial Code (Unternehmensgesetzbuch – UGB).

“Super Majority Lenders” means, subject to paragraph (e) of Clause 43.4 (Other exceptions), a Lender or Lenders whose Commitments aggregate 662/3% or more of the Total Commitments (or, if the Total Commitments have been reduced to zero (0), aggregated 662/3% or more of the Total Commitments immediately prior to that reduction) and provided that for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment.

“Super Majority Lender Objection” means, in respect of a document, supplement, proposal, request or amendment in relation to this Agreement or any other Finance Document, that such document, supplement, proposal, request or amendment has been rejected by the Super Majority 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 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 Agent. Unless the Company notifies the Agent, Clause 43.6 (Disenfranchisement of Non Responding Lenders) shall not apply when determining the Super Majority 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).

“Supplemental Guarantee Facility Document” has the meaning given to such term in Clause 9.4 (Supplemental Guarantee Facility Documents).

“Syndication Date” has the meaning given to that term in the Syndication Strategy Letter.

“Syndication Period” has the meaning given to that term in the Syndication Strategy Letter.

“Syndication Strategy Letter” means the syndication strategy letter relating to Facility B and dated 27 July 2018 between, among others, the Mandated Lead Arrangers and the Company.

“Targets” means each of (a) GE Distributed Power Inc., a Delaware corporation, with an office located at 1209 Orange St., Wilmington, DE 19801, United States of America (“US Target”), (b) General Electric Austria GmbH, an Austrian limited liability company (registration number FN 189091a) whose registered address is at Technologiestrasse 10, 1120 Vienna, Austria (“Austrian Target”) and (c) Jenbacher International BV., a Dutch limited liability company (registration number 71416927) whose registered address is Bergschot 69, 4817 PA Breda, The Netherlands (“Dutch Target”).

“TARGET2” means the Trans European Automated Real time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

“Target Group” means each Target together with each of its Subsidiaries.

“Target Shares” means the shares in the capital of each Target to be acquired by a member of the Group in accordance with the Acquisition Agreement.

“Tax” means any tax, levy, impost, duty (including Austrian stamp duty, Rechtsgeschäftsgebühren) or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Sharing Agreement” means any tax sharing, profit and loss pooling, tax loss transfer or similar or equivalent agreement with customary or arm’s length terms entered into with any Holding Company of the Company or an Unrestricted Subsidiary.

“Tax Structure Memorandum” means the tax structure memorandum entitled “Project Diamond – Tax Structure Memorandum” prepared by PricewaterhouseCoopers GmbH.

“Term” means each period determined under this Agreement for which:

“Term Facility” means Facility B and any Additional Term Facility.

“Term Loan” means a Facility B Loan and (as the case may be) an Additional Facility Loan under an Additional Term Facility.

“Term SOFR” means in relation to any Loan denominated in USD:

the Historic Term SOFR; or

the USD Central Bank Rate (or if the USD Central Bank Rate is not available at 11.00 am (London time) on the Quotation Day, the most recent USD Central Bank Rate for a day which is no more than three (3) US Government Securities Business Days before the relevant Quotation Day),

as of, in the case of paragraphs (a), (c) and (d) above, 11.00am (London time) on the Quotation Day and (other than in respect of paragraph (d) above) for a period equal in length to the Interest Period of that Loan and, if any such rate applicable to a Loan denominated in USD is below zero (0), Term SOFR for such Loan will be deemed to be zero (0).

“Termination Date” means:

“Third Parties Act” has the meaning given to that term in Clause 1.6 (Third Party Rights).

“Topco” means AI Alpine (Luxembourg) S.à r.l. and any other “Topco” as defined in the Intercreditor Agreement.

“Topco Proceeds Loan” means any unsecured loan, notes, bonds or like instruments made/held by Topco to the Company of the proceeds of any “Topco Liabilities” (as defined in the Intercreditor Agreement).

“Total Additional Facility Commitments” means the aggregate amount of the applicable and designated Additional Facility Commitments under any applicable Additional Facility Notice.

Total Additional Guarantee Facility Commitments” means the aggregate amount of the applicable and designated Additional Guarantee Facility Commitments under any applicable Additional Facility Notice.

“Total Additional Revolving Facility Commitments” means the aggregate amount of the applicable and designated Additional Revolving Facility Commitments under any applicable Additional Facility Notice.

“Total Commitments” means the aggregate of the Total Facility B (EUR) Commitments, the Total Facility B (USD) Commitments, the Total Original Guarantee Facility Commitments, the Total Original Revolving Facility Commitments and the Total Additional Facility Commitments.

“Total Facility B (EUR) Commitments” means the aggregate of the Facility B (EUR) Commitments, being €1,100,000,000 at the Extension Effective Date.

“Total Facility B (USD) Commitments” means the aggregate of the Facility B (USD) Commitments, being $600,000,000 at the Extension Effective Date.

“Total Guarantee Facility Commitments” means the aggregate of the Total Original Guarantee Facility Commitments and the Total Additional Guarantee Facility Commitments.

“Total Original Guarantee Facility Commitments” means the aggregate of the Original Guarantee Facility Commitments, being $120,000,000 at the Extension Effective Date.

“Total Original Revolving Facility Commitments” means the aggregate of the Original Revolving Facility Commitments, being $225,000,000 at the Extension Effective Date.

“Total Revolving Facility Commitments” means the aggregate of Total Original Revolving Facility Commitments and the Total Additional Revolving Facility Commitments.

“Transaction” means the Acquisition, refinancing or otherwise discharging of certain Existing Target Debt and the other transactions contemplated by the Transaction Documents (in each case including the financing or refinancing thereof).

“Transaction Documents” means the Acquisition Documents, the Second Lien Finance Documents, the Equity Documents and the Finance Documents.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent and/or the Secured Parties (represented by the Security Agent, as the case may be) pursuant to the Transaction Security Documents.

“Transaction Security Documents” means:

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Obligors’ Agent.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Unpaid Sum” means any sum due and payable but unpaid by any Obligor under the Finance Documents.

“Unrestricted Subsidiary” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“US” means the United States of America.

“USD Central Bank Rate” means the percentage rate per annum which is the aggregate of:

“USD Central Bank Rate Adjustment” means, in relation to the USD Central Bank Rate prevailing at close of business on any US Government Securities Business Day, the 20% trimmed arithmetic mean (calculated by the Agent) of the USD Central Bank Rate Spreads for the three (3) most immediately preceding US Government Securities Business days for which Term SOFR is available.

“USD Central Bank Rate Spread” means, in relation to any US Government Securities Business Day, the difference (expressed as a percentage rate per annum) calculated by the Agent of (i) Term SOFR for that US Government Securities Business Day; and (ii) the USD Central Bank Rate prevailing at close of business on that US Government Securities Business Day.

“US Government Securities Business Day” means any day other than:

“Utilisation” means a Loan, a Letter of Credit or a Bank Guarantee.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made or the relevant Bank Guarantee or Letter of Credit is to be issued.

“Utilisation Request” means:

“VAT” means:

“Vendor” means each person identified as a seller under the Acquisition Agreement.

“Voting Stock” has the meaning given to that term in Schedule 17 (Certain New York Law Defined Terms).

“Waived Amount” has the meaning given to that term in paragraph (c) of Clause 14.4 (Right to Refuse Prepayment).

“Working Capital” has the meaning given to that term in Clause 28.1 (Financial definitions).

and guaranteed and guarantor shall be construed accordingly;

in each case, unless it is otherwise agreed between the Obligors’ Agent and:

the amount by which a Bank Guarantee or Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (i) to (vii) above is the amount of the relevant cash cover, payment, release, cancellation, reduction or assurance.

shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws and subject to any credit rating requirements set out in this Agreement become the successor Guarantee Facility Issuing Bank, Agent or Security Agent under this Agreement without the execution or filing of any paper or any further act on the part of the

parties to this Agreement, unless otherwise required by the Obligors’ Agent, and after the said effective date all references in this Agreement to the Guarantee Facility Issuing Bank, Agent or Security Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Obligors’ Agent by the Guarantee Facility Issuing Bank, Agent or Security Agent.

and any reference in the Finance Documents to either BAMLI or BANA in its capacity as an Arranger shall, in respect of (i) a Relevant Borrower, be a reference to BANA and (ii) an Other Borrower, be a reference to BAMLI.

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement or any other Finance Document.

This Agreement is subject to, and has the benefit of, the Intercreditor Agreement. In the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.

No Finance Party will have any recourse to any Investor that is not party to a Finance Document (and to the extent an Investor is a party to a Finance Document there shall only be recourse to the extent of its liability under the terms of such Finance Document) in respect of any term of any Finance Document, any statements by Investors, or otherwise.

Where any natural person gives a certificate or other document or otherwise gives a representation or statement on behalf of any of the parties to the Finance Documents pursuant to any provision thereof and such certificate or other document, representation or statement proves to be incorrect, the individual shall incur no personal liability in consequence of such certificate, other document, representation or statement being incorrect save where such individual acted fraudulently in giving such certificate, other document, representation or statement (in which case any liability of such individual shall be determined in accordance with applicable law) and each such individual may rely on this Clause 1.9 subject to Clause 1.6 (Third Party Rights) and the provisions of the Third Parties Act.

Where any person (the “first person”) is required under this Agreement or any other Finance Document to ensure or procure certain acts, events or circumstances in relation to any other person (the “second person”) and the first person (together with its Affiliates) owns less than 80% in aggregate of the issued voting share capital (or instruments providing equivalent control) in the second person the first person shall only be obliged to use its reasonable efforts, subject to all limitations and restrictions on the influence it may exercise as a shareholder over the second person, pursuant to any agreement with the other shareholders or pursuant to any applicable law which requires the consent of the other shareholders, and its obligation to ensure or procure shall not be construed as a guarantee for such acts, events or circumstances.

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, to the extent that any Lender extends the maturity date of, or replaces, renews, exchanges for or refinances, any of its then-existing Loans with Additional Facility Loans, Refinancing Indebtedness or other Permitted Indebtedness or other debt or equity instrument, in each case, that are effected by means of a “cashless roll” or “cashless exchange” by such Lender, such extension, replacement, renewal, exchange or refinancing shall be deemed to comply with any requirement hereunder or any other Finance Document that such payment be made in “euro”, in “USD” or any other Optional Currency, “in immediately available funds”, “in cash” or any other similar requirement and shall be permitted for all purposes of the Finance Documents.

In this Agreement, where it relates to an asset or right that is located in Austria or an Obligor that is incorporated, or has its Centre of Main Interest in the Republic of Austria, a reference to:

This Agreement is made in the English language. However, where a German translation of a word or phrase appears in the text of this Agreement, the relevant translation of such word or phrase shall prevail.

In this Agreement, a reference to:

To the extent that the Finance Documents provide support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “US Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 382.2(b);

“Default Right” has the meaning given to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

“QFC” has the meaning given to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Ancillary Facility or a Fronted Ancillary Facility to any of the Revolving Facility Borrowers in place of all or part of its Commitment under a Revolving Facility.

and in each case provided that:

such Additional Facility Notice shall be deemed to have been duly completed if it is signed by the Obligors’ Agent and specifies the matters in paragraphs (i) to (vi) above in respect of such Additional Facility, and prior to the applicable Additional Facility Commencement Date, without prejudice to the rights of the Agent to request any other information which the Agent or Security Agent may reasonably require in relation to such Additional Facility.

and (unless agreed otherwise with the applicable Additional Facility Lender) no Utilisation Request in relation to an Additional Facility shall be valid unless prior to (or simultaneously with) the delivery of the relevant Utilisation Request in relation to such Additional Facility, the requirements of this Clause 2.2 have been satisfied.