This Agreement is made on [date]

Parties

1. 1

   [insert name of Borrower], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Borrower); [and]

1. 2

   [[insert name of Guarantor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Guarantor); and]

1. 3

   [insert name of Lender] of [insert address] (the Lender).

Background

1. 1. (A)

      The Lender made available a loan facility to the Borrower on the terms and conditions set out in the Facility Agreement (as defined below).

   1. (B)

      The Lender and the Borrower now wish to amend the Facility Agreement upon the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         Definitions

         In this Agreement:

         Amendment Conditions Precedent

         1. •

            means the documents and evidence listed in Schedule 1 (Amendment Conditions Precedent);

         Facility Agreement

         1. •

            means the facility agreement dated [insert date of facility agreement] between the Borrower and the Lender; [and]

         [Guarantee

         1. •

            means the guarantee dated [insert date of guarantee] between the Guarantor and the Lender; [and]]

         Party

         1. •

            means a party to this Agreement.

      1. 1.2

         Incorporation of Facility Agreement definitions

         Unless defined otherwise in this Agreement, or the context requires otherwise, all words or expressions defined in the Facility Agreement have the same meaning in this Agreement.

      1. 1.3

         Interpretation

         1. 1.3.1

            In this Agreement, unless the context otherwise requires:

            1. (a)

               words in the