Planet Payment SC TOT Third party tender offer statement | SEC 13 Nov 17

Exhibit (b)

To:	Franklin UK Bidco Limited
	c/o Fintrax Group Holdings Limited
	47-49 London Road
	Redhill RH1 1LU
	United Kingdom

For the attention of:

Paris, ___ October 2017

Fintrax – Commitment and underwriting letter

Dear Sirs

Franklin UK Bidco Limited (you or theCompany) has informed BNP Paribas Fortis SA/NV, The Governor and Company of the Bank of Ireland, The Royal Bank of Scotland plc (trading as NatWest Markets) and Société Générale, London Branch (theMandated Lead Arrangers) and BNP Paribas Fortis SA/NV, The Governor and Company of the Bank of Ireland, The Royal Bank of Scotland plc (trading as NatWest Markets) and Société Générale, London Branch (theBookrunners and theUnderwriters,and together with the Mandated Lead Arrangerswe orus), that you intend to (i) refinance (such refinancing being theRefinancing) a EUR 222,500,000 unitranche facility loan, a EUR 27,500,000 super senior term facility loan and a EUR 26,000,000 acquisition facility loan, a EUR 30,000,000 revolving facility loan (theExisting Facilities) and (ii) to acquire (such acquisition being theAcquisition), directly and/or indirectly 100% of the issued share capital and voting rights of US Target (theTarget and the Target together with its subsidiaries, theTarget Group) to be purchased pursuant to a tender offer and the terms of a merger agreement (theMerger Agreement). The Company is controlled by Eurazeo (together with their affiliates and any other fund advised or managed by Eurazeo, theSponsor).

TheMandated Lead Arrangers and the Underwriters are pleased to set out in this letter the terms and conditions on which we are willing to arrange, and underwrite the following credit facilities:

(a)

a €355.000.000 senior B term loan facility (Term Loan Facility B orTLB) split into tranches as set out in the Term Sheet ; and

(b)

a €65.000.000 senior revolving credit facility (theRevolving Facility orRCF, together with the TLB, theSenior Facilities).

The Senior Facilities will be used in connection with the Refinancing and the proposed Acquisition (theTransaction) (including the payment of fees, costs and expenses incurred in relation to the Transaction) and other working capital needs of the Group as set out in the Term Sheet.

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with lawyers admitted to practise in a variety of jurisdictions. A list of the members of Allen & Overy LLP and their professional qualifications is open to inspection at its registered office, One Bishops Square, London, E1 6AD and at the above address. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Bangkok, Barcelona, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), Johannesburg, London, Luxembourg, Madrid, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (cooperation office), Rome, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tokyo, n.

The Senior Facilities will be made available in accordance with the terms and conditions set out in this letter (theCommitment Letter) and the accompanying Term Sheet and Fee Letter (as defined below).

Definition

In this Commitment Letter:

Acquisition TLB Backstop Datehas the meaning given to it in paragraph 17.2.

Affiliate means in relation to a person, a subsidiary or holding company of that person, a subsidiary of any such holding company and, where such term is used in paragraph 12 (No Front-running) only, each of the directors, officers and employees of that person or of any such subsidiary or holding company (including any sales and trading teams).

Base Case Model means the financial model relating to the Group.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Paris and Dublin and:

(a)

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or

(b)

(in relation to any date for payment or purchase of euro) any TARGET Day.

Close of Syndication means the time the Bookrunners close Syndication under paragraphs 9.4 or 9.5.

Commitments means the commitments under Term Loan Facility B (theFacility B Commitments) and the commitments under the Revolving Facility (theRevolving Facility Commitments) or any of them as the context requires andTotal Commitments shall mean all of such commitments ;

Facility Documents means a senior facilities agreement and related documentation based on the terms set out in the Term Sheet and in the Commitment Letter.

Fee Letter means any fee letter between any of the Mandated Lead Arrangers, the Bookrunners, the Underwriters, the Agent and/or the Security Agent and the Company dated on or about the date of this Commitment Letter.

Free to Trade Time means the time the Bookrunners notify the Syndication Lenders of their final allocations in the Senior Facilities.

Majority Mandated Lead Arrangers means an Underwriter or Underwriters whose Underwriting Proportion in aggregate is equal or more than 50% of the TLB.

Mandate Documents means the Commitment Letter, the Term Sheet and any Fee Letter.

Successful Syndication means the date falling two business days following communication by the Mandated Lead Arranger(s) to potential Senior Lenders of an allocation of the commitments under the Term Loan Facility B reflecting that each of the Mandated Lead Arrangers' does not hold more than their Hold Commitment in the Term Loan Facility B on or before the end of the Syndication Period.

Rating Agency Fees means the fees to be paid to the rating agency by the Company, excluding, for the avoidance of doubt, any advising fees to be paid to an advising bank.

Syndication means the primary syndication of the Term Loan Facility B.

Syndication Date means the earlier of:

(a)

the date which is six months after the earlier of (x) signing of the Merger Agreement and (y) Acquisition TLB Backstop Date;

(b)

the date on which the Majority Mandated Lead Arrangers notify the Company that primary syndication has been closed; and

(c)

completion of Successful Syndication.

Syndication Lenders means the parties to whom the Underwriters transfer a portion of their Commitments and/or loans pursuant to syndication of the Term Loan Facility B during the Syndication Period.

Syndication Period means the period from the earlier of (i) the signing of the Merger Agreement and (ii) the Acquisition TLB Backstop Date until the Syndication Date.

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.

Term Sheet means the term sheet attached to this Commitment Letter as an appendix.

Underwriting Proportion means, in relation to an Underwriter, the underwriting proportion set out opposite its name in paragraph 4.1.

Unless a contrary indication appears, a term defined in any other Mandate Document has the same meaning when used in this Commitment Letter.

Appointment

2.1

You appoint:

(a)

the Mandated Lead Arrangers as exclusive arrangers of the Senior Facilities;

(b)

the Underwriters as exclusive underwriters of the Senior Facilities;

(c)

the Bookrunners as exclusive bookrunners in connection with Syndication;

(d)

The Royal Bank of Scotland plc as security agent in connection with the Senior Facilities; and

(e)

The Royal Bank of Scotland plc as facility agent in connection with the Senior Facilities.

2.2

Until this mandate terminates in accordance with paragraph 17 (Acceptance and Termination):

(a)

no other person shall be appointed as mandated lead arranger, underwriter, bookrunner, facility agent or security agent;

(b)

no other titles shall be awarded; and

(c)

except as provided in the Mandate Documents, no other compensation shall be paid to any person,

in connection with the Senior Facilities, the Refinancing and the Acquisition without the prior written consent of each of the Mandated Lead Arrangers except as expressly provided for in paragraph 17.4 below or as set out below.

The Offer

3.1

We are pleased to confirm to the Company our agreement:

(a)

in the case of the Mandated Lead Arrangers, to act as the sole mandated lead arrangers and sole bookrunners of the Senior Facilities; and

(b)

in the case of each Underwriter, to underwrite the Senior Facilities; and

(c)

in the case of the Acquisition TLB, to use our best efforts to raise a USD denominated Facility.

3.2

Each of the Mandated Lead Arrangers and Underwriters confirms its agreement to the Term Sheet and agrees to negotiate and finalise the Facility Documents and other Finance Documents incorporating the terms and conditions set out in the Term Sheet in good faith with a view to agreeing and executing the Facility Documents (together with those Finance Documents to be entered into as a condition precedent to signing of the Facility Documents) as soon as reasonably practicable and in any event not later than 8 December 2017 or any other date that will be agreed between the parties hereto. If the parties do not agree on any provision of the Facility Documents not expressly described or set out in the Mandate Documents, the parties agree that standard provisions will be included in accordance with the Documentation Principles (as defined in the Term Sheet).

3.3

The Mandated Lead Arrangers, the Bookrunners and the Underwriters will enter into the Senior Facilities Agreement and the Refinancing TLB will be made available by the Mandated Lead Arrangers, the Bookrunners and the Underwriters whether or not the Acquisition Closing Date occurs and notwithstanding the termination, expiry or cancellation of the commitments in respect of Acquisition TLB whether by the Company or otherwise, provided that the baskets, figures, amounts, thresholds and other flexibility will be reviewed in accordance with the Term Sheet.

3.4

The Mandated Lead Arrangers and Underwriters confirm that:

(a)

they have obtained final credit committee approval for arranging and underwriting the Senior Facilities for the Underwriting Proportions set out in paragraph 4 (Underwriting Proportions) on the terms set out in this Commitment Letter;

(b)

they have no further due diligence requirements or other internal impediment or approval necessary; and

(c)

they do not require any further internal credit sanctions in order to arrange, underwrite and provide such portion of the Senior Facilities described in paragraph 4 (Underwriting Proportions).

The Mandated Lead Arrangers and the Underwriters acknowledge that this Commitment Letter is intended to create a legally binding contract between the parties to it and this Commitment Letter will be relied on by you in submitting your bid and signing the Merger Agreement.

Underwriting Proportions

The underwriting proportions of each of the Underwriters in respect of the Senior Facilities are as follows:

Underwriter	TLB commitments		RCF commitments		Total commitments

BNP PARIBAS		88,750,000		16,250,000		105,000,000

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND		88,750,000		16,250,000		105,000,000

ROYAL BANK OF SCOTLAND		88,750,000		16,250,000		105,000,000

SOCIÉTÉ GÉNÉRALE		88,750,000		16,250,000		105,000,000

4.1

The obligations of the Mandated Lead Arrangers, the Bookrunners and the Underwriters under the Mandate Documents are several. No Mandated Lead Arranger is responsible for the obligations of any other Mandated Lead Arranger. No Bookrunner is responsible for the obligations of any other Bookrunner. No Underwriter is responsible for the obligations of any other Underwriter.

4.2

We acknowledge that our commitment to arrange and underwrite the Senior Facilities is not subject to Successful Syndication.

Clear Market

5.1

During the Syndication Period, no member of the Group shall, and you shall ensure that no member of the Group will (members of the Target Group shall only be members of the Group from Acquisition Completion) borrow, incur, issue or raise (or announce an intention to borrow, incur, issue or raise) any financial indebtedness (whether by means of loan, note, bond issue, private placement, debt security or otherwise) in the domestic or international debt, capital, syndicated loan or bank markets, without the prior written consent of the Mandated Lead Arrangers.

5.2

The paragraph above will not restrict:

(a)

any financial indebtedness under the Senior Facilities; or

(b)

replacements, extensions and renewals of existing indebtedness that matures during the Syndication Period, indebtedness of the Target and its subsidiaries for ordinary course working capital requirements and ordinary course capital lease, purchase money and equipment financings and any other indebtedness of the Target and its subsidiaries permitted to be incurred pursuant to the Merger Agreement.

Market Flex

The terms of any applicable market flex in relation to the TLB are set out in the Fee Letter.

Fees, Costs and Expenses

7.1

In consideration of the Mandated Lead Arrangers and the Underwriters entering into the Facility Document, the Company shall pay (or procure that there is paid) to the Mandated Lead Arrangers the fees, in accordance with and as set out in the Term Sheet and in the Fee Letters.

7.2

You will also pay or reimburse the costs and expenses incurred by the Mandated Lead Arrangers in connection with the Syndication subject to a cap of €50,000, provided for the avoidance of doubt, that the Rating Agency Fees, costs and expenses will be borne directly by you and are therefore excluded from the above cap.

7.3

You shall as soon as possible on demand pay us in any of our capacities all legal fees, subject to a pre-agreed cap, reasonably incurred by any of us in connection with the negotiation, preparation, printing and execution of the Finance Documents and the Mandate Documents.

7.4

It being acknowledged that (i) no fees (except as agreed separately and directly with the Mandated Lead Arrangers’ legal counsel) shall be payable in respect of the Refinancing TLB unless the Refinancing Closing Date occurs and (ii) no fees (except as agreed separately and directly with the Mandated Lead Arrangers’ legal counsel) shall be payable in respect of the Acquisition TLB unless the Acquisition Closing Date occurs.

Payments

All payments to be made under the Mandate Documents:

(a)

shall be paid in the currency of invoice and in immediately available, freely transferable cleared funds to such account(s) with such bank(s) as the Mandated Lead Arrangers, the Agent, the Bookrunners or the Underwriters (as applicable) notify to the Company at least five Business Days prior to the date such payment is due;

(b)

shall be paid without any deduction or withholding for or on account of tax (aTax Deduction) unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required; and

(c)

are exclusive of any value added tax or similar charge (VAT). If VAT is chargeable, you shall also and at the same time pay, or procure the payment, to the recipient of the relevant payment an amount equal to the amount of the VAT.

Syndication

9.1

It is acknowledged that the Underwriters may, from the date of the Merger Agreement, decide to syndicate all or part of their commitments in relation to the TLB to one or more other banks, financial institutions or other persons in which case the Mandated Lead Arrangers will co-ordinate the syndication of such TLB and manage all aspects of the syndication, including decisions as to:

(a)

in consultation with the Company, the selection of prospective lenders to be approached (save that the Company hereby agree that each person on the Agreed Transferee List may be so approached) and when they will be approached during syndication;

(b)

in consultation with the Company, the management of the relationship with the invited prospective lenders; and

(c)

in consultation with the Company, when their commitments will be accepted and the allocations of commitments among such persons.

9.2

The final list of the members of the syndicate upon completion of syndication will be determined in consultation with you.

9.3

Subject to any applicable confidentiality agreement between the Company and the Mandated Lead Arrangers, the Company authorises the Mandated Lead Arrangers to discuss the terms of the TLB with, and to disclose those terms to, potential lenders to facilitate the syndication of the TLB provided such potential lenders have signed a Loan Market Association confidentiality agreement prior to such discussions or disclosure.

9.4

At any time after the Mandated Lead Arrangers have received sufficient commitments that (when reflected as participations in the TLB) would result in a Successful Syndication, the Majority Mandated Lead Arrangers may:

(a)

close Syndication; and

(b)

accept the commitments received and allocate resulting participations in the TLB (in a way that will result in a Successful Syndication).

9.5

Without prejudice to the Market Flex as referred to in the Term Sheet, if by the end of the Syndication Period, the Mandated Lead Arrangers have not received sufficient commitments that (when reflected as participations in the TLB) would result in a Successful Syndication, the Majority Mandated Lead Arrangers may propose to the Underwriters that the Bookrunners close Syndication, accept the commitments received and allocate resulting participations in the TLB.

9.6

During the Syndication Period, you shall use all reasonable efforts to assist (and shall ensure the other relevant members of the Group (and after signing of the Merger Agreement of the Target Group) will use all reasonable efforts to assist) the Mandated Lead Arrangers (acting reasonably) in relation to Syndication including, but not limited to:

(a)

the preparation, with the assistance of the Mandated Lead Arrangers, of an information memorandum to be used in connection with the Syndication, containing all relevant information including, but not limited to, information about the Group (and the Target Group) and how the proceeds of the TLB will be applied (theInformation Memorandum). The final version of the Information Memorandum and any additional or supporting information to be provided to prospective lenders will be delivered to the Company for its approval after which the Mandated Lead Arrangers may distribute it to potential Lenders on the Company's behalf (provided that such prospective lenders have, prior to such disclosure, undertaken to the Company to keep such information confidential);

(b)

providing, as soon as practicable upon reasonable request from the Mandated Lead Arrangers, any information in your possession reasonably necessary to complete Syndication;

(c)

making available the senior management and representatives of the Company and other members of the Group (and after signing of the Merger Agreement of the Target Group), in each case from time to time during normal business hours and upon reasonable notice (provided this does not unduly interfere with the Company's and the relevant members of the Group's or Target Group’s normal course of business), for the purposes of giving presentations to, and participating in meetings with, potential Lenders at such times and places as the Mandated Lead Arrangers may reasonably request (in each case during normal business hours and upon reasonable request provided that this does not unduly interfere with the Company's and the relevant members of the Group's or Target Group’s normal course of business);

(d)

using best efforts to ensure that Syndication benefits from the Company and the Group's existing lending relationships;

(e)

make (i) any minor amendments to the Finance Documents of a technical nature (including correcting typographical or manifest errors) or (ii) any amendments necessary to give effect to the "Market Flex" or "Reverse Flex" provisions set forth in the Term Sheet in accordance with the terms thereof; and consider in good faith any minor amendments to the Finance Documents which any of the Mandated Lead Arrangers may reasonably requests on behalf of potential Lenders;

(f)

supplement, complete, update or correct from time to time during the Syndication Period any Information (as defined below) which may be material in the context of the Syndication (excluding, for the avoidance of doubt, any projections) promptly upon determination made by you and the Mandated Lead Arrangers that any such Information (as defined below) is materially incorrect;

(g)

unless otherwise agreed with the Bookrunners, use your best efforts to obtain (and use best efforts to procure that the management of the Group and following the signing of the Merger Agreement of the Target Group assists in obtaining) as soon as practically possible and to maintain during the life of the Senior Facilities a corporate rating for the Senior Facilities from each of Standard & Poor’s Rating Services and Moody’s Investor Services Limited; and

(h)

agreeing to such shorter Interest Periods during the Syndication process as are necessary for the purposes of Syndication.

10.

Information

10.1

You represent and warrant that:

(a)

any factual written information that has been made available to any of us by you or any of your representatives or advisors with respect to the Group contained in the Reports and the Base Case Model or provided to the Mandated Lead Arrangers, Underwriters or Bookrunners (including for the purposes of preparing the Information Memorandum) (together, theInformation) was true and accurate in all material respects (in the case of information regarding the Target Group, to the best of your knowledge and belief) at the date on which the Information were provided or (as the case may be) as at the date on which such written information was expressed to be given;

(b)

to the best of your knowledge, information and belief , nothing has occurred or been omitted and no information has been given or withheld that results in the Information being untrue or misleading in any material respect; and

(c)

any financial projections contained in the Base Case Model provided to the Mandated Lead Arrangers by the Company have been prepared in good faith on the basis of recent historical information and are based on reasonable assumptions at the time of being made, it being understood that the projections are subject to significant uncertainties and contingencies and there is no certainty that such financial projections will be achieved.

10.2

The representations and warranties set out in paragraph 10.1 are deemed to be made by you (a) on the date of this Commitment Letter and (b) on the date on which the relevant Information is provided (but only in respect of such Information) in each case by reference to the facts and circumstances then existing.

10.3

You shall promptly notify the Mandated Lead Arrangers in writing if any representation and warranty set out in paragraph 10.1 is incorrect or misleading and agrees to supplement the Information as soon as practicable from time to time to ensure that each such representation and warranty is correct when made.

10.4

You acknowledge that the Mandated Lead Arrangers and the Underwriters will be relying on the Information without carrying out any independent verification.

10.5

We have based our analysis on:

(a)

the following draft due diligence reports in connection with the Group which we have received, reviewed and are satisfied with:

(i)

the commercial and strategic due diligence report prepared by Bain, dated 23 October 2015;

(ii)

the commercial due diligence report prepared by L.E.K. dated 22 September 2017; and

(iii)

the financial due diligence report prepared by KPMG dated 27 September 2017;

(theGroup Due Diligence Reports), and

(b)

the following draft due diligence reports in connection with the Target Group which we have received, reviewed and are satisfied with:

(i)

the commercial due diligence report prepared by L.E.K. Consulting dated 6 October 2017;

(ii)

the legal due diligence report prepared by Skadden dated 12 October 2017; and

(iii)

the financial, tax and IT due diligence report prepared by KPMG dated 17 October 2017,

(theTarget Group Due Diligence Reports, and together with the Group Due Diligence Reports, theReports).

10.6

We therefore confirm that the relevant conditions precedent in the Finance Documents will be satisfied by the delivery of the final versions of those draft reports (together with the respective reliance letters where available) unless they differ from the above draft reports in a manner that would be materially adverse to the interests of the Mandated Lead Arrangers and the Underwriters.

10.7

We have received, reviewed and are satisfied with the forms of the Original Financial Statements and Agreed Transferee List last delivered to us prior to the signing of this Commitment Letter and therefore confirm that the relevant conditions precedent in the Finance Documents have been satisfied.

10.8

We have also received, reviewed and are satisfied with the forms of the Base Case Model, the Merger Agreement and disclosure letter/exhibits/schedules relating thereto (if any) and the draft structure memorandum prepared by Allen & Overy LLP (theStructure Memorandum) provided to us and therefore confirm that the relevant conditions precedent in the Finance Documents will be satisfied by the delivery of the final versions of those items ((together with a reliance letter in relation to the Structure Memorandum and provided that, in the case of Merger Agreement, the confidentiality provision permits the disclosure of information to the Lenders and potential lenders in connection with the Senior Facilities and the assignment provision permits the Company to grant security over its rights under the Merger Agreement (in the manner agreed between legal counsel to the Company and legal counsel to the Mandated Lead Arrangers prior to the date of this Commitment Letter or otherwise in a manner that would not be materially adverse to the interests of the Mandated Lead Arrangers and the Underwriters)) unless those final versions differ from the forms last received by the Mandated Lead Arrangers and the Underwriters on or before the date hereof in a manner that would be materially adverse to the interests of the Mandated Lead Arrangers and the Underwriters.

10.9

We further acknowledge that we do not require any additional reports and therefore our commitment to arrange, underwrite and provide the Senior Facilities is not conditional on any further due diligence investigations.

11.

Indemnity

11.1

Whether or not the Finance Documents are signed, you shall within five Business Days of written demand, to indemnify each Indemnified Person against any documented losses, damages, liabilities (including without limitation legal fees) or expenses reasonably incurred by or awarded against that Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding commenced or threatened (including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) in relation to:

(a)

the use of the proceeds of the Senior Facilities;

(b)

the Acquisition (including, for the avoidance of doubt the Tender Offer, the Merger and the Acquisition Documents);

(c)

any Mandate Document or any Facility Document ; and/or

(d)

the arranging or underwriting of the Senior Facilities,

(but excluding in each case (i) consequential damages, (ii) any loss of profit incurred in connection with the Senior Facilities and (iii) any losses connected with syndicating, attempting to syndicate or failing to syndicate the Senior Facilities unless such losses result from your gross negligence or wilful misconduct).

11.2

You will not be liable under paragraph 11.1 (a) above for any cost, expense, loss or liability (including without limitation legal fees) incurred by or awarded against an Indemnified Person if that cost, expense, loss or liability results from any breach by that Indemnified Person of any Mandate Document or any Facility Document which is in each case finally judicially determined to have resulted from the gross negligence or wilful misconduct of that Indemnified Person.

11.3

For the purposes of this paragraph 11:

Indemnified Person means each Mandated Lead Arranger, each Bookrunner, and each Underwriter, in each case, any of their respective Affiliates and each of their (or their respective Affiliates') respective directors, officers, employees and agents.

11.4

No Indemnified Person shall have any duty or obligation, whether as fiduciary for any Indemnified Person.

11.5

You agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or any of your Affiliates for or in connection with anything referred to in paragraph 11.1 above except, following your agreement to the Mandate Documents, for any such losses, claims, damages or liabilities incurred by you that results from the gross negligence or wilful misconduct of, or breach of any term of the Mandate Documents by, such Indemnified Person.

11.6

Notwithstanding paragraph 11.5 above, no Indemnified Person shall be responsible or have any liability to the Company or any of its Affiliates or anyone else for consequential losses or damages.

11.7

When the Facility Documents are signed, the indemnity in this paragraph 11.1 shall only apply to the extent not covered by a corresponding indemnity under each Finance Document.

11.8

No Indemnified Person shall take any action or instigate any proceedings against any officer, director, employee or agent of any member of the Group in connection with any claim or cause of action such Indemnified Person may have in relation to or in connection with the Mandate Documents, the Facility Documents or the Senior Facilities.

11.9

You represent to the Mandated Lead Arrangers, the Bookrunners and Underwriters that:

(a)

you are acting for your own account and you have made your own independent decisions to enter into the transaction contemplated in the Mandate Documents (theTransaction) and as to whether the Transaction is appropriate or proper for you based upon your own judgment and upon advice from such advisers as you have deemed necessary;

(b)

you are not relying on any communication (written or oral) from any or all of the Mandated Lead Arrangers, the Bookrunners or Underwriters as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from any or all of the Mandated Lead Arrangers, Bookrunners or Underwriters shall be deemed to be an assurance or guarantee as to the expected results of the Transaction;

(c)

you are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and understand and accept, the terms, conditions and risks of the Transaction. You are also capable of assuming, and assumes, the risks of the Transaction; and

(d)

no Mandated Lead Arranger, Bookrunner or Underwriter is acting as a fiduciary for or as an adviser to you in connection with the Transaction.

11.10

For the avoidance of doubt, paragraphs (b) and (d) above are without prejudice to any obligations and responsibilities any Mandated Lead Arranger or Underwriter may have under any separately documented advisory engagement in relation to the Acquisition.

12.

No Front-running

12.1

Each of the Mandated Lead Arrangers, Bookrunners and Underwriters agrees and acknowledges that:

(a)

it will not, and none of its Affiliates will, engage in any Front Running;

(b)

it will not, and none of its Affiliates will, enter into (or agree to enter into) any agreement, option or other arrangement with any bank, financial institution or other person which may be approached to become a syndicate member, under which that bank, financial institution or other person shares any risk or participates in any exposure of any of the Mandated Lead Arrangers or Underwriters under the Senior Facilities;

(c)

offer to make any payment or other compensation of any kind to any bank, financial institution or other person for its participation (direct or indirect) in the Senior Facilities,

(d)

if it or any of its Affiliates engages in any Front Running, the other Mandated Lead Arrangers, Bookrunners and Underwriters may suffer loss or damage and its position in future financings with the other Mandated Lead Arrangers, Bookrunners and Underwriters and the Company may be prejudiced;

(e)

if it or any of its Affiliates engages in any Front Running the other Mandated Lead Arrangers, Bookrunners and Underwriters retain the right not to allocate to it a participation under the Senior Facilities.

12.2

Each Mandated Lead Arranger, Bookrunner and Underwriter confirms that neither it nor any of its Affiliates has engaged in any Front Running.

12.3

When each of the Mandated Lead Arrangers, Bookrunners and Underwriters signs the Facility Documents or (prior to the end of the Syndication Period) any transfer document under the Facility Documents, it shall, if another Mandated Lead Arranger, Bookrunner and Underwriter so requests, confirm to them in writing that neither it nor any of its Affiliates has breached the terms of this paragraph 12.

12.4

The Mandated Lead Arrangers must also ensure that each prospective lender which is approached to become a syndicate member ahead of the launch of primary syndication enters into an undertaking which is substantially in the form of the current Loan Market Association confidentiality and front running letter for primary syndication on which the Company can rely on and benefit.

12.5

Any arrangement, front-end or similar fee which may be payable to a Mandated Lead Arranger, Bookrunner or Underwriter in connection with the Senior Facilities is only payable on condition that neither it nor any of its Affiliates has breached the terms of this Commitment Letter. This condition is in addition to any other conditions agreed between the Mandated Lead Arrangers, Bookrunners and Underwriters in relation to the entitlement of each Mandated Lead Arranger, Bookrunner and Underwriter to any such fee.

12.6

For the purposes of this paragraph 12:

aFacility Interest means a legal, beneficial or economic interest acquired or to be acquired expressly and specifically in or in relation to the Senior Facilities, whether as initial lender or by way of assignment, transfer, novation, sub-participation (whether disclosed, undisclosed, risk or funded) or any other similar method;

Confidential Information means all information relating to the Company, any Obligor, the Group, the Target Group, the Facility Documents and/or the Senior Facilities which is provided to a Mandated Lead Arranger, Bookrunner or Underwriter (theReceiving Party) in relation to the Facility Documents or Senior Facilities by the Company, the Group or any of its affiliates or advisers (theProviding Party), in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a)

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

(b)

is identified in writing at the time of delivery as non-confidential by the Providing Party; or

(c)

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

Front Running means undertaking any of the following activities prior to the Free to Trade Time which is intended to or is reasonably likely to encourage any person to take a Facility Interest except as a Syndication Lender:

(a)

communication with any person or the disclosure of any information to any person in relation to a Facility Interest; or

(b)

making a price (whether firm or indicative) with a view to buying or selling a Facility Interest; or

(c)

entering into (or agreeing to enter into) any agreement, option or other arrangement, whether legally binding or not, giving rise to the assumption of any risk or participation in any exposure in relation to a Facility Interest,

excluding where any of the foregoing is:

(i)

made to, or entered into, with an Affiliate; or

(ii)

an act of a Mandated Lead Arranger (or its Affiliate), a Bookrunner (or its Affiliate) or Underwriter (or its Affiliate) who in each case is operating on the public side of an information barrier unless such person is acting on the instructions of a person who has received Confidential Information and is aware of the proposed Senior Facilities.

This paragraph 12.5 is for the benefit of the Mandated Lead Arrangers, the Bookrunners and Underwriters only.

13.

Confidentiality

Each of the Mandated Lead Arranger, the Bookrunner, the Underwriter and the Company acknowledge that the Mandate Documents and the contents of the same are confidential and shall not be disclosed to any person without the prior approval (which shall not be unreasonably withheld or delayed) of the Mandated Lead Arrangers and the Company other than:

(a)

as required by law or regulation, or court order or to comply with the rules of any regulatory, governmental or supervisory body or the rules of any stock exchange;

(b)

to any potential Investors on a confidential and need-to-know basis;

(c)

(subject to redacting any information in respect of fees and/orMarket Flex provisions in the Term Sheet which shall be agreed with legal counsel to the Mandated Lead Arrangers (acting reasonably)) to the Target Group and the current direct or indirect owners and management of the Target Group and their respective officers, directors, employees, investors and advisors on a confidential and need-to-know basis;

(d)

to the Company's, the Mandated Lead Arrangers', the Underwriters' and any potential Investor's affiliates and to their directors, officers, employees, investors, agents and advisors and their respective affiliates' respective directors, officers, employees, investors, agents and advisors who have been made aware of and agree to be bound by the obligations under this Clause 13 or are in any event subject to confidentiality obligations as a matter of law or professional practice and on a need-to-know basis;

(e)

(except for the Fee Letter) (to any person who may become a lender under the TLB in connection with the Syndication (subject to redacting any information in respect of fees and/orMarket Flex provisions in the Term Sheet which shall be agreed with legal counsel to the Mandated Lead Arrangers (acting reasonably)), to any person who may become a lender under the Senior Facilities in connection with the Syndication, provided that such person shall have signed a confidentiality agreement substantially in the form of the Loan Market Association confidentiality agreement with respect to the Mandate Documents and their contents;

(f)

(subject to redacting any information in respect of fees and/orMarket Flex provisions in the Term Sheet which shall be agreed with legal counsel to the Mandated Lead Arrangers (acting reasonably)) to rating agencies that have been made aware of, and agree to be bound by, the obligations under this paragraph or are in any event subject to confidentiality obligations as a matter of law or professional practice, on a need-to-know basis ; and

(g)

to potential additional Mandated Lead Arrangers and Underwriters and to each potential additional Mandated Lead Arrangers' and Underwriters' officers, directors, employees, and advisors as permitted under the terms of the Mandate Documents.

14.

Publicity/Announcements

No announcements regarding the Senior Facilities or any roles as arranger, underwriter, bookrunner, lender or agent shall be made without the prior written consent of the Company and each of the Mandated Lead Arrangers, Bookrunners and Underwriters (in each case such approval not to be unreasonably withheld or delayed).

15.

Conflicts

15.1

The Company and each Mandated Lead Arranger, Bookrunner and Underwriter acknowledges that the Mandated Lead Arrangers or their Affiliates, the Bookrunners or their Affiliates and the Underwriters or their Affiliates may provide debt financing, equity capital or other services to other persons in respect of which the Company or its Affiliates may have conflicting interests in respect of the Senior Facilities in this or other transactions.

15.2

The Company and each Mandated Lead Arranger, Bookrunner and Underwriter acknowledges that the Mandated Lead Arrangers or their Affiliates, the Bookrunners or their Affiliates and the Underwriters or their Affiliates may act in more than one capacity in relation to this transaction and may have conflicting interests in respect of such different capacities.

15.3

The Mandated Lead Arrangers, Bookrunners and Underwriters will not use confidential information obtained from the Company or its Affiliates, the Target Group or any of their respective affiliates, for the purposes of the Senior Facilities in connection with providing services to other persons and the Mandated Lead Arrangers, Bookrunners and Underwriters will not furnish such information to such other persons.

15.4

The Mandated Lead Arrangers, Bookrunners and Underwriters have no obligation to use any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on its business.

16.

Assignments

16.1

Subject to the provisions of paragraph 16.2 below , no party may assign any of its rights or transfer any of its rights or obligations under the Mandate Documents without the consent of the other parties.

(a)

Subject to the provisions of this Commitment Letter and the Term Sheet, each Underwriter may assign or transfer its agreement to underwrite the Senior Facilities under this Commitment Letter to any of its Affiliates. Any such assignment shall not relieve the Underwriter from its obligation unless and until that portion of the Senior Facilities so assigned or transferred has been funded in full by such Affiliate. Without limiting the generality of the foregoing, each of the Mandated Lead Arrangers, the Bookrunners and the Underwriters may delegate any or all of its rights and obligations under this Commitment Letter to any of its Affiliates (each aDelegate) and may designate any Delegate as responsible for the performance of its appointed functions under this Commitment Letter, but the Mandated Lead Arrangers, the Bookrunners and the Underwriters, as applicable, shall remain responsible for the performance by each Delegate of any such functions under this Commitment Letter and the other Mandate Documents.

17.

Acceptance and Termination

17.1

This Commitment Letter and the offer contained herein shall terminate on the earlier of (x) the date falling ten (10) Business Days after the date of this Commitment Letter (or such later date as is agreed from time to time between the Mandated Lead Arrangers (acting reasonably) and the Company) if the Company does not provide to the Mandated Lead Arrangers by delivering a countersigned copy of this Commitment Letter before 11.59 pm the signatories of this Commitment Letter and (y) six months following the earlier of (i) the signing of the Merger Agreement and (ii) the Acquisition TLB Backstop Date or any other date to be agreed by the parties hereto if the Acquisition Closing Date has not occurred by that date.

17.2

Any Mandated Lead Arranger, Bookrunner or Underwriter may only terminate the offer in this Commitment Letter by notifying in writing you and the other Mandated Lead Arranger(s), Bookrunner(s) and Underwriter(s) if:

(a)

you are in breach of any material provision of this Commitment Letter;

(b)

in respect of the Acquisition TLB only, the Merger Agreement is not signed by the date falling 10 Business Days after the date of the countersignature of the Commitment Letter or any other date that will be agreed between the parties hereto (theAcquisition TLB Backstop Date);

(c)

in respect of the Acquisition TLB only, a Certain Funds Default (as defined in the Term Sheet) has occurred and is continuing at completion of Acquisition (theAcquisition Completion);

(d)

in respect of the Refinancing TLB only, a Certain Funds Default (as defined in the Term Sheet) has occurred and is continuing at completion of Refinancing (theRefinancing Completion);

(e)

in respect of the Acquisition TLB only, the date the Company notifies us that its offer to acquire the Target has been withdrawn or otherwise has lapsed or is terminated, or the Company's bid to acquire the Target is withdrawn by the Company without any possibility to submit another offer in relation to the acquisition of the Target;

(f)

in respect of the Acquisition TLB only, the Target agrees in writing to sell its shares to another purchaser or purchasers ,

(and the Company shall notify us as soon as reasonably practicable and in any event within five Business Days of being informed of the circumstances referred to in (b) to (e) above).

17.3	The Company may terminate the mandate in this Commitment Letter in respect of the Acquisition TLB by notice in writing if:

(a)

the Acquisition Completion does not occur on or before the last date for the Acquisition Completion under the Acquisition Documents or such later date as agreed between the parties under Acquisition Documents;

(b)

the Company's offer to acquire the Target is withdrawn or otherwise lapses or is cancelled, or the Company's bid to acquire the Target is pulled by the Company without any possibility to submit another offer in relation to the acquisition of the Target;

(c)

the Target agrees in writing to sell its shares to another purchaser or purchasers without any possibility to submit another offer in relation to the acquisition of the Target.

17.4

If a Mandated Lead Arranger or an Underwriter (or an Affiliate of such Mandated Lead Arranger or Underwriter) is unable, fails or otherwise confirms that it is unwilling to comply with its obligations towards the Company under the Mandate Documents or Finance Documents (including (i) as a result of an Insolvency Event (as defined in the Sponsor Precedent) occurring in respect of an Underwriter (or an Affiliate thereof), or (ii) as a result of an Underwriter (or an Affiliate thereof) being in breach of any material provision of the Mandate Documents or Finance Documents), the Company shall (in consultation with the other Mandated Lead Arranger) have the right to replace such Underwriter and its Affiliates (in all capacities) without the consent of any other Underwriters (or Affiliate thereof), it being specified that it shall not be on terms more favourable than those benefiting to the remaining Underwriters (or their Affiliates).

18.

Survival

18.1

Except for paragraphs 3 (the Offer) (in so far as it relates to due diligence and conditions precedent sign off), 4 (Underwriting Proportions), 10 (Information), 11 (Indemnity) and 17 (Acceptance and Termination) the terms of this Commitment Letter shall survive and continue after the Facility Documents are signed.

18.2

Without prejudice to paragraph 18.1, paragraphs 11 (Indemnity), 13 (Confidentiality), 14 (Publicity/Announcements), 15 (Conflicts), 19 (Entire Agreement), 20 (Third Party Rights) and 22 (Governing Law and Jurisdiction) inclusive shall survive and continue after any termination of the obligations of any Mandated Lead Arranger, Bookrunner or Underwriter under the Mandate Documents.

19.

Entire Agreement

19.1

The Mandate Documents set out the entire agreement between the Company, the Mandated Lead Arrangers, the Bookrunners and the Underwriters as to arranging, managing the primary syndication of and underwriting the Senior Facilities and supersede any prior oral and/or written understandings or arrangements relating to the Senior Facilities.

19.2

Any provision of a Mandate Document may only be amended or waived in writing signed by the Company and each of the Mandated Lead Arrangers, Bookrunners and Underwriters.

20.

Third Party Rights

Subject to paragraphs 11 (Indemnity) and 16 (Assignments) to which the Contracts (Rights of Third Parties) Act 1999 shall apply so that each Indemnified Person and the Company may rely on such paragraphs as applicable, no person other than the parties to this Commitment Letter and their respective affiliates shall have any rights under it nor shall it be enforceable by any person other than the parties to it and their respective affiliates.

21.

Counterparts

This Commitment Letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Commitment Letter.

22.

Governing Law and Jurisdiction

22.1

This Commitment Letter (including the agreement constituted by your acknowledgement of its terms) (theLetter) and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with English law.

22.2

The courts of England and Wales have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Commitment Letter (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Commitment Letter or the negotiation of the transaction contemplated by this Commitment Letter).

If you agree to the above, please acknowledge your agreement and acceptance of the offer by signing and returning the enclosed copy of this Commitment Letter.

Yours faithfully

For and on behalf of

BNP Paribas Fortis SA/NV as Mandated Lead Arranger

/s/ Helmut van Ginderen
Name:
Title:
Address:
Attention:
Fax Number: