Manchester United PLC Sample Contracts

Manchester United plc 9,500,000 Class A Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • October 7th, 2021 • Manchester United PLC • Services-amusement & recreation services • New York

Introductory The shareholders of Manchester United plc, a Cayman Islands exempted company (the “Company”) named in Schedule A (collectively, the “Selling Shareholders”), propose to sell to the several underwriters named in Schedule B (the “Underwriters”) an aggregate of 9,500,000 Class A Ordinary Shares, par value $0.0005 per share (the “Shares”), of the Company. The 9,500,000 Shares to be sold by the Selling Shareholders are called the “Offered Shares.” BofA Securities, Inc. has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares.

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Manchester United plc 3,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2014 • Manchester United PLC • Services-amusement & recreation services • New York

Introductory. Edward S. Glazer Irrevocable Exempt Trust (the “Selling Shareholder”), as a shareholder of Manchester United plc, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,000,000 Class A Ordinary Shares, par value $0.0005 per share (the “Shares”), of the Company. The 3,000,000 Shares to be sold by the Selling Shareholder are called the “Firm Shares.” In addition, the Selling Shareholder has granted to the Underwriters an option to purchase up to an additional 450,000 Shares. The additional 450,000 Shares to be sold by the Selling Shareholder pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offeri

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Manchester United plc 5,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2021 • Manchester United PLC • Services-amusement & recreation services • New York
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MU FINANCE PLC as Issuer RED FOOTBALL LIMITED RED FOOTBALL JUNIOR LIMITED MANCHESTER UNITED LIMITED MANCHESTER UNITED FOOTBALL CLUB LIMITED as Guarantors THE BANK OF NEW YORK MELLON as Trustee, Principal Paying Agent, Transfer Agent and Registrar THE...
Indenture • July 16th, 2012 • Manchester United Ltd. • Services-amusement & recreation services • New York

INDENTURE dated as of 29 January 2010 among MU Finance plc, a public limited Issuer incorporated under the laws of England and Wales, Red Football Limited, Red Football Junior Limited, Manchester United Limited, Manchester United Football Club Limited, The Bank of New York Mellon (acting through its London Branch) as Trustee and Principal Paying Agent, The Bank of New York Mellon as U.S. Paying Agent, U.S. Registrar and Transfer Agent, The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Registrar, Paying Agent and Transfer Agent and J.P. Morgan Europe Limited, as Security Agent.

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] Class A Ordinary Shares Manchester United Ltd. UNDERWRITING AGREEMENT
Underwriting Agreement • July 30th, 2012 • Manchester United Ltd. • Services-amusement & recreation services • New York
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AMENDMENT AND RESTATEMENT AGREEMENT relating to a REVOLVING FACILITY AGREEMENT originally dated 14 October 2020 (as amended and restated pursuant to an amendment and restatement
Revolving Facility Agreement • September 23rd, 2022 • Manchester United PLC • Services-amusement & recreation services • New York

THIS AGREEMENT is dated 14 October 2020 (as amended and restated on the First Effective Date and as further amended and restated on the Second Effective Date) and made between:

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PRIVATE & CONFIDENTIAL
Revolving Facility Agreement • October 27th, 2023 • Manchester United PLC • Services-amusement & recreation services • Manchester

From: Bank of America Europe Designated Activity Company (the “Agent”) for itself and as facility agent for the Finance Parties (under and as defined in the Revolving Facility Agreement).

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AMENDMENT AND RESTATEMENT AGREEMENT DATED 11 AUGUST 2014 relating to a TERM FACILITY AGREEMENT dated 20 May 2013 between MU FINANCE PLC as Borrower and BANK OF AMERICA, N.A. as Agent and Original Lender McGuireWoods London LLP 11 Pilgrim Street London...
Term Facility Agreement • August 12th, 2014 • Manchester United PLC • Services-amusement & recreation services • New York
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AMENDMENT NO. 2 Under the Within- Mentioned Note Purchase Agreement
Note Purchase Agreement • September 23rd, 2022 • Manchester United PLC • Services-amusement & recreation services • New York

Reference is hereby made to the Note Purchase Agreement, dated May 27, 2015, as amended by Amendment No. 1 to the Note Purchase Agreement, dated June 14, 2018 (the “Note Purchase Agreement”), by and between Manchester United Football Club Limited, a company incorporated in England and Wales with limited liability (the “Company”) and each of (i) Red Football Limited, a company incorporated in England and Wales with limited liability (the “Parent”), (ii) Manchester United Limited, a company incorporated in England and Wales with limited liability (“MUL”), and (iii) Red Football Junior Limited, a company incorporated in England and Wales with limited liability (“RFJ”), and (iv) MU Finance Limited (formerly MU Finance plc), a company incorporated in England and Wales with limited liability (“MUF”, and together with Parent and MUL and RFJ being sometimes referred to herein, each individually, as a “Guarantor” and, collectively, as the “Guarantors” and the Guarantors and the Company together

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ACCESSION DEED
Accession Deed • September 28th, 2018 • Manchester United PLC • Services-amusement & recreation services
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CONSENT NO. 2 Under the Within- Mentioned Note Purchase Agreement
Note Purchase Agreement • September 23rd, 2022 • Manchester United PLC • Services-amusement & recreation services

Reference is hereby made to the Note Purchase Agreement, dated May 27, 2015, as amended by Amendment No. 1 to the Note Purchase Agreement, dated June 14, 2018, and Amendment No. 2 to the Note Purchase Agreement dated March 4, 2021 (the “Note Purchase Agreement”), by and between Manchester United Football Club Limited, a company incorporated in England and Wales with limited liability (the “Company”) and each of (i) Red Football Limited, a company incorporated in England and Wales with limited liability (the “Parent”), (ii) Manchester United Limited, a company incorporated in England and Wales with limited liability (“MUL”), and (iii) Red Football Junior Limited, a company incorporated in England and Wales with limited liability (“RFJ”), and (iv) MU Finance Limited (formerly MU Finance plc), a company incorporated in England and Wales with limited liability (“MUF”, and together with Parent and MUL and RFJ being sometimes referred to herein, each individually, as a “Guarantor” and, colle

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LIMITED GUARANTEE OF SIR JAMES ARTHUR RATCLIFFE
Limited Guarantee • December 26th, 2023 • Manchester United PLC • Services-amusement & recreation services

This Limited Guarantee, dated as of December 24, 2023 (this “Limited Guarantee”), is being entered into by Sir James Arthur Ratcliffe (the “Guarantor”) in favor of Manchester United plc (the “Company”) and the sellers of certain Class B ordinary shares of the Company party to the Transaction Agreement (as defined below) (the “Sellers”, and, together with the Company, the “Guaranteed Parties” and each, a “Guaranteed Party”) in connection with the proposed (i) purchase by Trawlers Limited (the “Buyer”) of up to 13,237,834 Class A ordinary shares of the Company pursuant to a cash tender offer, (ii) acquisition by the Buyer of 25% of the Class B ordinary shares of the Company, (iii) subscription by the Buyer for certain Class A and Class B ordinary shares of the Company for an aggregate subscription price of $200 million and (iv) subscription by the Buyer for certain Class A and Class B ordinary shares of the Company for an aggregate subscription price of $100 million (collectively, the “I

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Agreement between The Royal Bank of Scotland plc acting as agent for National Westminster Bank Plc and Alderley Urban Investments Limited
Loan Agreement • July 16th, 2012 • Manchester United Ltd. • Services-amusement & recreation services

THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND.

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GOVERNANCE AGREEMENT
Governance Agreement • December 26th, 2023 • Manchester United PLC • Services-amusement & recreation services • Delaware

This GOVERNANCE AGREEMENT (this “Agreement”), dated as of December 24, 2023, and effective as of the Closing Date, is entered into by and among the persons whose names are listed in Schedule A (the “Initial Glazer Parties”), Trawlers Limited (“Trawlers”) and Manchester United plc, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company” and together with the Glazer Parties and Trawlers Parties, the “Parties”, and each, a “Party”). Unless otherwise specified herein, all capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in that certain Transaction Agreement, dated as of the date hereof, by and among the original Parties hereto (as may be amended or supplemented from time to time, the “Transaction Agreement”).

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SECOND AMENDMENT AND RESTATEMENT AGREEMENT DATED 4 MARCH 2021 between RED FOOTBALL LIMITED as Company MANCHESTER UNITED FOOTBALL CLUB LIMITED as Borrower and BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY as Agent relating to a REVOLVING...
Revolving Facilities Agreement • September 23rd, 2022 • Manchester United PLC • Services-amusement & recreation services

This SECOND AMENDMENT AND RESTATEMENT AGREEMENT (the “Second Amendment and Restatement Agreement”) is made the 4 March 2021 among:

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MU FINANCE PLC $425,000,000 3.79% Guaranteed Senior Secured Notes due June 26, 2027
Note Purchase Agreement • September 17th, 2015 • Manchester United PLC • Services-amusement & recreation services • New York

MU FINANCE PLC (registration number 07088267), a company incorporated in England and Wales with limited liability (the “Company” or “MUF”), and each of (i) RED FOOTBALL LIMITED (registration number 5370076), a company incorporated in England and Wales with limited liability (“Parent”), (ii) MANCHESTER UNITED LIMITED (registration number 02570509), a company incorporated in England and Wales with limited liability (“MUL”), (iii) RED FOOTBALL JUNIOR LIMITED (registration number 05370078), a company incorporated in England and Wales with limited liability (“RFJ”), and (iv) MANCHESTER UNITED FOOTBALL CLUB LIMITED (registration number 95489), a company incorporated in England and Wales with limited liability (“MUFC”, MUFC together with Parent, MUL and RFJ being sometimes referred to herein, each individually, as a “Guarantor” and, collectively, as the “Guarantors”), hereby agree with you and The Bank of New York Mellon, as Paying Agent as follows:

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DATED 29 JANUARY 2010 FOR MANCHESTER UNITED LIMITED ARRANGED BY BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK AG, ACTING THROUGH ITS LONDON BRANCH GE CORPORATE FINANCE BANK SAS GOLDMAN SACHS INTERNATIONAL THE ROYAL BANK OF SCOTLAND PLC AS AGENT FOR...
Revolving Facilities Agreement • July 16th, 2012 • Manchester United Ltd. • Services-amusement & recreation services • New York
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VOTING AGREEMENT
Voting Agreement • December 26th, 2023 • Manchester United PLC • Services-amusement & recreation services • New York

This Voting Agreement (this “Agreement”) is made and entered into on December 24, 2023, by and among (i) Manchester United plc, an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”), (ii) 42 Holdings LLC, a Delaware limited liability company (the “Proxyholder”) and (iii) each of the persons whose names are listed in Schedule A attached hereto and who are signatories to this Agreement (each, a “Holder” and collectively the “Sellers”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Transaction Agreement (as hereinafter defined).

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AMENDMENT NO. 2 Under the Within- Mentioned Note Purchase Agreement
Note Purchase Agreement • September 20th, 2021 • Manchester United PLC • Services-amusement & recreation services • New York

Reference is hereby made to the Note Purchase Agreement, dated May 27, 2015, as amended by Amendment No. 1 to the Note Purchase Agreement, dated June 14, 2018 (the “Note Purchase Agreement”), by and between Manchester United Football Club Limited, a company incorporated in England and Wales with limited liability (the “Company”) and each of (i) Red Football Limited, a company incorporated in England and Wales with limited liability (the “Parent”), (ii) Manchester United Limited, a company incorporated in England and Wales with limited liability (“MUL”), and (iii) Red Football Junior Limited, a company incorporated in England and Wales with limited liability (“RFJ”), and (iv) MU Finance Limited (formerly MU Finance plc), a company incorporated in England and Wales with limited liability (“MUF”, and together with Parent and MUL and RFJ being sometimes referred to herein, each individually, as a “Guarantor” and, collectively, as the “Guarantors” and the Guarantors and the Company together

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TRANSACTION AGREEMENT BY AND AMONG TRAWLERS LIMITED SELLERS (solely for the limited purposes specified herein) AND MANCHESTER UNITED PLC December 24, 2023
Transaction Agreement • December 26th, 2023 • Manchester United PLC • Services-amusement & recreation services • Delaware

THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of December 24, 2023, is entered into by and among the persons whose names are listed in Schedule B (“Sellers”), solely for the limited purposes specified herein, Trawlers Limited, a company limited by shares incorporated under the laws of the Isle of Man with company number 021222V (“Purchaser”) and Manchester United plc, an exempted company with limited liability incorporated under the Law of the Cayman Islands with company number 268512 (the “Company”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 21st, 2024 • Manchester United PLC • Services-amusement & recreation services • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 20, 2024, is entered into by and among Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (as amended) of the Cayman Islands (the “Company”), the other signatories to this Agreement whose names are on the signature pages hereto (collectively, the “Investors”), and all other Persons that, from time to time, hereafter become signatories hereto.

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PRIVATE & CONFIDENTIAL
Term Facility Agreement • October 27th, 2023 • Manchester United PLC • Services-amusement & recreation services • Manchester

From: Bank of America Europe Designated Activity Company (the “Agent”) for itself and as facility agent for the Finance Parties (under and as defined in the Term Facility Agreement).

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PRIVATE & CONFIDENTIAL
Revolving Facilities Agreement • October 15th, 2015 • Manchester United PLC • Services-amusement & recreation services

From: Bank of America Merrill Lynch International Limited (the “Agent”) for itself and as facility agent for the Finance Parties (under and as defined in the Revolving Facilities Agreement).

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​ 4 March 2021 ​​RED FOOTBALL LIMITED (as Company)MANCHESTER UNITED FOOTBALL CLUB LIMITED (as Borrower)andSANTANDER UK PLC (as Agent) ​AMENDMENT AND RESTATEMENT AGREEMENT​relating to a​REVOLVING FACILITY AGREEMENToriginally dated 14 October 2020 ​99...
Revolving Facility Agreement • September 23rd, 2022 • Manchester United PLC • Services-amusement & recreation services
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PRIVATE & CONFIDENTIAL
Revolving Facilities Agreement • October 27th, 2023 • Manchester United PLC • Services-amusement & recreation services • Manchester

From: Bank of America Europe Designated Activity Company (the “Agent”) for itself and as facility agent for the Finance Parties (under and as defined in the Revolving Facilities Agreement).

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FIFTH AMENDMENT AND RESTATEMENT AGREEMENT DATED 4 MARCH 2021 relating to a TERM FACILITY AGREEMENT dated 20 May 2013 as amended and restated pursuant to amendment and restatement agreements dated 11 August 2014 and 15 May 2015, an amendment letter...
Term Facility Agreement • September 23rd, 2022 • Manchester United PLC • Services-amusement & recreation services

Clause No. Page No. ​ ​ 1 DEFINITIONS AND INTERPRETATION ​ 2 ​ ​ ​ ​ 2 AMENDMENTS TO AND RESTATEMENT OF THE FACILITY AGREEMENT ​ 3 ​ ​ ​ ​ 3 REPRESENTATIONS AND WARRANTIES ​ 3 ​ ​ ​ ​ 4 EFFECTIVE DATE ​ 3 ​ ​ ​ ​ 5 FEES AND EXPENSES ​ 4 ​ ​ ​ ​ 6 CONSENT OF THE GUARANTORS ​ 4 ​ ​ ​ ​ 7 MISCELLANEOUS ​ 4 ​ ​ ​ ​ 8 THIRD PARTY RIGHTS ​ 5 ​ ​ ​ ​ 9 GOVERNING LAW ​ 5 ​ ​ ​ ​ SCHEDULE 1 - Conditions Precedent to the Effective Date 6 ​ ​ SCHEDULE 2 – Amended and Restated Facility Agreement 7

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ACCESSION DEED
Accession Deed • September 28th, 2018 • Manchester United PLC • Services-amusement & recreation services
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EXECUTION VERSION PRIVATE & CONFIDENTIAL
Term Facility Agreement • September 17th, 2015 • Manchester United PLC • Services-amusement & recreation services

From: Red Football Limited (the “Company”) as the Company and as Obligors’ Agent (under and as defined in the Facility Agreement (as defined below))

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AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, AND CONSENT NO. 1
Note Purchase Agreement • September 28th, 2018 • Manchester United PLC • Services-amusement & recreation services • New York

This Amendment No. 1 to Note Purchase Agreement and Consent No. 1 is hereinafter referred to as this “Amendment and Consent”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note Purchase Agreement or by reference therein to another specified document.

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PRIVATE & CONFIDENTIAL
Term Facility Agreement • October 15th, 2015 • Manchester United PLC • Services-amusement & recreation services

From: Red Football Limited (the “Company”) as the Company and as Obligors’ Agent (under and as defined in the Facility Agreement (as defined below))

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