Contract
Exhibit 10.11
[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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BREAKAWAY FOUR, LTD. NCL CORPORATION LTD. NCL INTERNATIONAL, LTD. NCL (BAHAMAS) LTD. THE LENDERS LISTED IN Schedule 1 KFW IPEX-BANK GMBH KFW IPEX-BANK GMBH KFW IPEX-BANK GMBH KFW IPEX-BANK GMBH KFW IPEX-BANK GMBH and KFW IPEX-BANK GMBH | |||||
UK-#753463190v3
Contents
THIS SIXTH SUPPLEMENTAL AGREEMENT is dated 23 October 2023 and made BETWEEN:
| (1) | BREAKAWAY FOUR, LTD., a Bermuda company with its registered office at Park Place, 00 Xxx Xx Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx XX00, Xxxxxxx (the Borrower); |
| (2) | NCL CORPORATION LTD., a company incorporated under the laws of Bermuda and having its registered office at Park Place, 00 Xxx Xx Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx XX00, Xxxxxxx as guarantor (the Parent); |
| (3) | NCL INTERNATIONAL, LTD., a company incorporated under the laws of Bermuda and having its registered office at Park Place, 00 Xxx Xx Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx XX00, Xxxxxxx as shareholder (the Shareholder); |
| (4) | NCL (BAHAMAS) LTD., an exempted company incorporated in Bermuda with its registered office at Park Place, 00 Xxx Xx Xxxxx Xxxx, Xxxxxxxx XX00, Xxxxxxx as bareboat charterer (the Charterer); |
| (5) | THE LENDERS particulars of which are set out in Schedule 1 (The Lenders) as lenders (collectively the Lenders and each individually a Lender); |
| (6) | KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as facility agent (the Facility Agent); |
| (7) | KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as Hermes agent (the Hermes Agent); |
| (8) | KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as bookrunner (the Bookrunner); |
| (9) | KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as initial mandated lead arranger (the Initial Mandated Lead Arranger); |
| (10) | KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as collateral agent for itself and the Lenders (as hereinafter defined) (the Collateral Agent); and |
| (11) | KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as CIRR agent (the CIRR Agent). |
WHEREAS:
| (A) | This Agreement is supplemental to a credit agreement dated 12 October 2012 as most recently amended and restated on 15 June 2023 and as further amended by a side letter dated 13 December 2022 (the Original Credit Agreement) made between, amongst others, the Borrower, the banks named therein as lenders and the Facility Agent, where the Lenders granted to the Borrower a secured loan in the maximum amount of the dollar equivalent of up to Euro seven hundred and twenty nine thousand eight hundred and fifty four thousand six hundred and eighty five and fifty cent (€729,854,685.50) (the Loan) for the purpose of enabling the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Credit Agreement) on the terms and conditions therein contained. |
| (B) | The Borrower and the Parent have requested that the Original Credit Agreement be amended on the basis set out in this Agreement and the Lenders have agreed to such amendment. |
NOW IT IS HEREBY AGREED as follows:
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| 1 | Definitions |
| 1.1 | Defined expressions |
Words and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.
| 1.2 | Definitions |
In this Agreement, unless the context otherwise requires:
Bareboat Charter means the bareboat charter agreement to be executed by the Effective Date by the Borrower as owner and the Charterer as bareboat charterer;
Credit Agreement means the Original Credit Agreement as amended by this Agreement;
Effective Date means the date on which the Facility Agent notifies the Borrower and the Lenders in writing substantially in the form set out in Schedule 3 (Form of Effective Date Notice) that the Facility Agent has received the documents and evidence specified in clause 5.1 (Documents and evidence), clause 5.2 (General conditions precedent) and Schedule 2 (Conditions precedent to Effective Date) in a form and substance reasonably satisfactory to it (and provided that the Facility Agent shall be under no obligation to give the notification if a Default or a mandatory prepayment event under Section 4.02 of the Credit Agreement shall have occurred).
Fee Letter means any letter between the Agent and the Parent setting out any of the fees payable in connection with this Agreement;
Finance Party means the Facility Agent, the Hermes Agent, the Collateral Agent, the CIRR Agent or a Lender;
Obligor means the Borrower, the Parent, the Shareholder and the Charterer;
Relevant Documents means this Agreement, the Bareboat Charter and the Tripartite General Assignment; and
Tripartite General Assignment means the general assignment entered into on or around the Effective Date and made between the Borrower as owner, the Charterer as bareboat charterer and the Collateral Agent.
| 1.3 | References |
References in:
| (a) | this Agreement to Sections of the Credit Agreement are to the Sections of the Original Credit Agreement; |
| (b) | references in the Original Credit Agreement to “this Agreement” shall, with effect from the Effective Date and unless the context otherwise requires, be references to the Original Credit Agreement as amended by this Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Original Credit Agreement, shall be construed accordingly; and |
| (c) | this Agreement to any defined terms shall have meanings to be equally applicable to both the singular and plural forms of the terms defined and references to this Agreement or any other document (or to any specified provision of this Agreement or any other document) shall be construed as references to this Agreement, that provision or that document as from time to time amended, restated, supplemented and/or novated. |
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| 1.4 | Clause headings |
The headings of the several clauses and sub-clauses of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.
| 1.5 | Electronic signing |
The parties acknowledge and agree that they may execute this Agreement and any variation or amendment to the same, by electronic instrument. The parties agree that the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic signature on this Agreement shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Agreement, and evidencing the parties’ intention to be bound by the terms and conditions contained herein. For the purposes of using an electronic signature, the parties authorise each other to the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.
| 1.6 | Contracts (Rights of Third Parties) Act 1999 |
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement unless expressly provided to the contrary in this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.
| 2 | Agreement of the Finance Parties |
The Finance Parties, relying upon the representations and warranties on the part of the Obligors contained in clause 4 (Representations and warranties), agree with the Borrower that, subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment of the conditions contained in clause 5 (Conditions) and Schedule 2 (Conditions precedent to Effective Date), the Original Credit Agreement shall be amended on the terms set out in clause 3 (Amendments to Original Credit Agreement).
| 3 | Amendments to Original Credit Agreement |
| 3.1 | Amendments |
The Original Credit Agreement shall, with effect on and from the Effective Date, be (and it is hereby) amended in accordance with the amendments set out in Schedule 4 (Amendments to the Original Credit Agreement) and (as so amended) and will continue to be binding upon the parties to it in accordance with its terms as so amended.
| 3.2 | Continued force and effect |
Save as amended by this Agreement, the provisions of the Original Credit Agreement shall continue in full force and effect and the Original Credit Agreement and this Agreement shall be read and construed as one instrument.
| 4 | Representations and warranties |
| 4.1 | Primary representations and warranties |
Each of the Obligors represents and warrants to the Finance Parties that:
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| (a) | Power and authority |
it has the power to enter into and perform this Agreement and the transactions contemplated hereby and has taken all necessary action to authorise the entry into and performance of this Agreement and such transactions. This Agreement constitutes its legal, valid and binding obligations enforceable in accordance with its terms and in entering into this Agreement, it is acting on its own account;
| (b) | No violation |
the entry into and performance of this Agreement and the transactions contemplated hereby do not and will not conflict with:
| (i) | any law or regulation or any official or judicial order; or |
| (ii) | its constitutional documents; or |
| (iii) | any agreement or document to which any member of the NCLC Group is a party or which is binding upon it or any of its assets, nor result in the creation or imposition of any Lien on it or its assets pursuant to the provisions of any such agreement or document and in particular but without prejudice to the foregoing the entry into and performance of this Agreement and the transactions and documents contemplated hereby and thereby will not render invalid, void or voidable any security granted by it to the Collateral Agent; |
| (c) | Governmental approvals |
all authorisations, approvals, consents, licenses, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Agreement and the transactions contemplated hereby have been obtained or effected and are in full force and effect;
| (d) | Fees, governing law and enforcement |
no fees or taxes, including, without limitation, stamp, transaction, registration or similar taxes, are required to be paid to ensure the legality, validity, or enforceability of this Agreement. The choice of the laws of England as set forth in this Agreement is a valid choice of law, and the irrevocable submission by each Obligor to jurisdiction and consent to service of process and, where necessary, appointment by such Obligor of an agent for service of process, as set forth in this Agreement, is legal, valid, binding and effective;
| (e) | True and complete disclosure |
each Obligor has fully disclosed in writing to the Facility Agent all facts relating to such Obligor which it knows or should reasonably know and which might reasonably be expected to influence the Lenders in deciding whether or not to enter into this Agreement; and
| (f) | Equal treatment |
the terms of this Agreement and the amendments to be made to the Original Credit Agreement pursuant to this Agreement are substantially the same terms and amendments as those set out or to be set out in an amendment agreement to each other financial contract or financial document relating to any existing Indebtedness for Borrowed Money with the support of any ECA in existence as at the date of this Agreement and each of the Obligors undertakes that it shall on or before the Effective Date (or as soon as reasonably practicable thereafter) enter into an amendment agreement (with such amendments being on substantially the same terms as those set out in this Agreement and the Credit Agreement (as applicable) to each other financial contract or financial document relating to any existing Indebtedness for Borrowed Money with the support of any ECA in existence
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as at the date of this Agreement in order to substantially reflect the amendments to be made to the Original Credit Agreement pursuant to this Agreement.
| 4.2 | Repetition of representations and warranties |
Each of the representations and warranties contained in clause 4.1 (Primary representations and warranties) of this Agreement shall be deemed to be repeated by the Obligors on the Effective Date as if made with reference to the facts and circumstances existing on such day.
| 5 | Conditions |
| 5.1 | Documents and evidence |
The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to the receipt by the Facility Agent or its duly authorised representative of the documents and evidence specified in Schedule 2 (Conditions precedent to Effective Date) in each case, in form and substance reasonably satisfactory to the Facility Agent and its lawyers.
| 5.2 | General conditions precedent |
The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to:
| (b) | no Event of Default or Default having occurred and continuing at the time of the Effective Date. |
| 5.3 | Conditions subsequent |
The Borrower undertakes as soon as possible (but in any event within 10 days of the Effective Date) to deliver to the Facility Agent copies of the financing statements (Form UCC-1 or the equivalent) and the search results (Form UCC-11) prepared, filed and/or obtained by the Borrower’s counsel, Xxxxxxxx & Xxxxx LLP, to the extent required, in connection with the amendment of the Original Credit Agreement pursuant to this Agreement.
| 5.4 | Waiver of conditions precedent |
The conditions specified in this clause 5 are inserted solely for the benefit of the Finance Parties and may be waived by the Finance Parties in whole or in part with or without conditions.
| 6 | Confirmations |
| 6.1 | Guarantee |
The Parent as guarantor hereby confirms its consent to the amendments to the Original Credit Agreement contained in this Agreement and agrees that the guarantee and indemnity provided in Section 15 (Parent Guaranty) of the Original Credit Agreement, and the obligations of the Parent as guarantor thereunder, shall remain and continue in full force and effect notwithstanding the said amendments to the Original Credit Agreement contained in this Agreement.
| 6.2 | Credit Documents |
Each Obligor further acknowledges and agrees, for the avoidance of doubt, that:
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| (b) | each of the Security Documents to which it is a party shall remain in full force and effect as security for the obligations of the Borrower under the Credit Agreement; and |
| 7 | Fees, costs and expenses |
| 7.1 | Fees |
The Parent agrees to pay to the Facility Agent (for distribution to the Lenders in accordance with the terms of any applicable Fee Letter) the fees in the amounts and at the times agreed in each relevant Fee Letter.
| 7.2 | Costs and expenses |
The Borrower agrees to pay on demand:
| (a) | all reasonable and documented expenses (including external legal and out-of-pocket expenses and disbursements) incurred by the Facility Agent or the Hermes Agent in connection with the negotiation, preparation, execution and, where relevant, registration of this Agreement and of any amendment or extension of or the granting of any waiver or consent under this Agreement; |
| (b) | all reasonable and documented expenses (including external legal and out-of-pocket expenses and disbursements) incurred by the CIRR Representative and any Lender in connection with the preparation, execution, delivery and administration, modification and amendment of any Refinancing Agreement and any security or other documents executed or to be executed and delivered as a consequence of the parties entering into this Agreement and any other documents to be delivered under this Agreement; and |
| (c) | all expenses (including legal and out-of-pocket expenses) incurred by the Finance Parties in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under this Agreement or otherwise in respect of the monies owing and obligations incurred under this Agreement, |
and all such costs and expenses shall be paid with interest at the rate referred to in Section 2.06 (Interest) of the Credit Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgment).
| 7.3 | Value Added Tax |
All fees and expenses payable pursuant to this clause 7 shall be paid together with VAT or any similar tax (if any) properly chargeable thereon.
| 7.4 | Stamp and other duties |
The Borrower agrees to pay to the Facility Agent on demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the Facility Agent) imposed on or in connection with this Agreement and shall indemnify the Facility Agent against any liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes.
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| 8 | Miscellaneous and notices |
| 8.1 | Notices |
The provisions of Section 14.03 (Notices) of the Credit Agreement shall extend and apply to the giving or making of notices or demands hereunder as if the same were expressly stated herein with all necessary changes.
| 8.2 | Counterparts |
This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.
| 8.3 | Further assurance |
The provisions of Section 9.10(a) (Further Assurances) of the Credit Agreement shall extend and apply to this Agreement as if the same were expressly stated herein with all necessary changes.
| 9 | Applicable law |
| 9.1 | Law |
This Agreement and any non-contractual obligations connected with it are governed by and shall be construed in accordance with English law.
| 9.2 | Exclusive jurisdiction and service of process |
The provisions of Section 14.07(b) and (c) (Governing Law; Exclusive Jurisdiction of English Courts; Service of Process) and Section 16 (Bail-In) of the Credit Agreement shall apply to this Agreement as if the same were expressly stated herein with all necessary changes.
This Agreement has been executed on the date stated at the beginning of this Agreement.
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With effect on and from the Effective Date the Original Credit Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:
| 1 | In Section 1 (Definitions and Accounting Terms), the following definitions shall be added in alphabetical order: |
| (a) | "Bareboat Charter" means the bareboat charter of the Vessel by the Borrower as owner to the Charterer as bareboat charterer, entered into no later than the Sixth Supplemental Effective Date in a form of draft approved by the Facility Agent before the date of the Sixth Supplemental Agreement with such reasonable changes thereto as the Facility Agent may approve from time to time. |
| (b) | "Charterer" means NCL (Bahamas) Ltd., an exempted company incorporated in Bermuda with its registered office at Park Place, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX00, Xxxxxxx. |
| (c) | "Sixth Supplemental Agreement" means the amendment to this Agreement dated 23 October 2023 between, amongst others, the Borrower, the Facility Agent and the Collateral Agent. |
| (d) | "Sixth Supplemental Effective Date" has the meaning given to the term “Effective Date” in the Sixth Supplemental Agreement. |
| (e) | “Tripartite General Assignment” means the general assignment in respect of the Vessel and the Bareboat Charter entered into on or around the Sixth Supplemental Effective Date and made between the Borrower as owner, the Charterer as bareboat charterer and the Collateral Agent. |
| 2 | In Section 1 (Definitions and Accounting Terms), the definitions of “Credit Party”, “Security Documents” and “Supplemental Agreements” shall be deleted and replaced as follows: |
| (a) | “Credit Party” shall mean the Borrower, the Charterer, the Parent and each Subsidiary of the Parent that owns a direct interest in the Borrower. |
| (b) | “Security Documents” shall mean, as applicable, the Assignment of Contracts, the Assignment of Earnings and Insurances, the Assignment of Charters, the Assignment of Management Agreements, the Charge of KfW Refund Guarantees, the Share Charge, the Vessel Mortgage, the Deed of Covenants, the Tripartite General Assignment, and, after the execution thereof, each additional security document executed pursuant to Section 9.10 and/or Section 12.01(b). |
| (c) | “Supplemental Agreements” means the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, the Fifth Supplemental Agreement and the Sixth Supplemental Agreement. |
| 3 | In Section 1 (Definitions and Accounting Terms), paragraph (i) of the definition of “Collateral and Guaranty Requirements” shall be deleted and replaced as follows: |
| (i) | (A) the Borrower and the Charterer shall have duly authorized, executed and delivered an Assignment of Earnings and Insurances substantially in the form of Exhibit G or otherwise reasonably acceptable to the Lead Arrangers (as modified, supplemented or amended from time to time, the “Assignment of Earnings and Insurances”) (to the extent incorporated into or required by such Exhibit or otherwise agreed by the Borrower and the Lead Arrangers) with appropriate notices, acknowledgements and consents relating thereto and (B) each of the Borrower and the Charterer shall (x) use its commercially reasonable efforts to obtain, and enter into on or before delivery of the Vessel under the relevant charter referred to below, |
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| an Assignment of Charters substantially in the form of Exhibit H (as modified, supplemented or amended from time to time, the “Assignment of Charters”) with (to the extent incorporated into or required by such Exhibit or otherwise agreed by the Borrower and the Lead Arrangers) appropriate notices, acknowledgements and consents relating thereto for any charter or similar contract that has as of the execution date of such charter or similar contract a remaining term of 13 months or greater (including any renewal option) and (y) have obtained a subordination agreement from the charterer for any Permitted Chartering Arrangement that the Borrower or the Charterer (as the case may be) has entered into with respect to the Vessel, and shall use commercially reasonable efforts to provide appropriate notices and consents related thereto, together covering all of the Borrower’s and the Charterer’s present and future Earnings and Insurance Collateral, in each case together with: |
| (A) | proper financing statements (Form UCC-1 or the equivalent) fully prepared for filing in accordance with the UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect or give notice to third parties of, as the case may be, the security interests purported to be created by the Assignment of Earnings and Insurances; and |
| (B) | certified copies of lien search results (Form UCC-11) listing all effective financing statements that name each Credit Party as debtor and that are filed in the District of Columbia and Florida, together with Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully prepared for filing if required by applicable law to terminate for any financing statement which covers the Collateral except to the extent evidencing Permitted Liens; |
| 4 | Section 8.25 (Pari Passu or Priority Status) shall be deleted and replaced as follows: |
Pari Passu or Priority Status. The claims of the Agents and the Lenders against the Parent, the Borrower or the Charterer under the Credit Documents will rank at least pari passu with the claims of all unsecured creditors of the Parent, the Borrower or the Charterer (other than claims of such creditors to the extent that they are statutorily preferred) and in priority to the claims of any creditor of the Parent, the Borrower or the Charterer who is also a Credit Party.
| 5 | Section 9.11 (Ownership of Subsidiaries) shall be deleted and replaced as follows: |
Ownership of Subsidiaries. Other than “director qualifying shares” and similar requirements, the Parent shall at all times directly or indirectly own 100% of the Capital Stock or other Equity Interests of the Borrower (except as permitted by Section 10.02) and the Charterer.
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EXECUTION PAGES –
SIXTH SUPPLEMENTAL AGREEMENT
(HULL NO. [*] (NORWEGIAN JOY))
The Borrower
SIGNED by )/s/ Xxxxxx X. Xxxxxx
for and on behalf of )
BREAKAWAY FOUR, LTD.)........................................
Authorised Signatory
The Parent
SIGNED by )/s/ Xxxxxx X. Xxxxxx
for and on behalf of )
NCL CORPORATION LTD.)........................................
Authorised Signatory
The Shareholder
SIGNED by )/s/ Xxxxxx X. Xxxxxx
for and on behalf of )
NCL INTERNATIONAL, LTD.)........................................
Authorised Signatory
The Charterer
SIGNED by )/s/ Xxxxxx X. Xxxxxx
for and on behalf of )
NCL (BAHAMAS) LTD.)........................................
Authorised Signatory
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EXECUTION PAGES –
SIXTH SUPPLEMENTAL AGREEMENT
(HULL NO. [*] (NORWEGIAN JOY))
The Facility Agent
SIGNED by )/s/ Xxxxx Xxxxxx
for and on behalf of )Attorney-in Fact
KFW IPEX-BANK GMBH)….....................................
Authorised Signatory
The Hermes Agent
SIGNED by )/s/ Xxxxx Xxxxxx
for and on behalf of )Attorney-in Fact
KFW IPEX-BANK GMBH)........................................
Authorised Signatory
The Collateral Agent
SIGNED by )/s/ Xxxxx Xxxxxx
for and on behalf of )Attorney-in Fact
KFW IPEX-BANK GMBH)........................................
Authorised Signatory
The CIRR Agent
SIGNED by )/s/ Xxxxx Xxxxxx
for and on behalf of )Attorney-in Fact
KFW IPEX-BANK GMBH)........................................
Authorised Signatory
The Bookrunner
SIGNED by )/s/ Xxxxx Xxxxxx
for and on behalf of )Attorney-in Fact
KFW IPEX-BANK GMBH)........................................
Authorised Signatory
The Initial Mandated Lead Arranger
SIGNED by )/s/ Xxxxx Xxxxxx
for and on behalf of )Attorney-in Fact
KFW IPEX-BANK GMBH)........................................
Authorised Signatory
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The Lenders
SIGNED by )/s/ Xxxxx Xxxxxx
for and on behalf of )Attorney-in Fact
KFW IPEX-BANK GMBH)........................................
Authorised Signatory
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