INVESTOR COMMENTS [DATE]

GLOBAL INVESTMENT BANK EUROPE LTD.

TERM SHEET

EUR [200,000,000] CREDIT FACILITIES

for
[AcquisCo GmbH and certain subsidiaries]

Please note that the terms set out in this term sheet are indicative only and do not constitute an offer to
arrange or finance the Facilities. The provision of the Facilities is subject to due diligence, credit
committee approval and satisfactory documentation. [TBD.]

A) PARTIES

1. Borrower: Facility A: [AcquisCo GmbH, Sunshine GmbH, Sunshine

International GmbH].

Facility B: Modul Producer Werk Dresden GmbH & Co KG

and Modul Producer Werk Leipzig GmbH & Co
KG

2. Guarantor(s): All Material Subsidiaries (incl. New Shareholder LuxCo)

1. Modul Producer Werk Dresden GmbH & Co KG, and

2. Modul Producer Werk Leipzig GmbH & Co KG,

2.3. New Shareholder LuxCo.

3. Obligors: Each Borrower and each Guarantor.

4. Mandated Lead Arranger: Global Investment Bank Europe Ltd.

5. Finance Party: Each Administrative Party, each Lender and each Hedging
Bank.

6. Lenders: A syndicate of banks selected by the Company and the

Mandated Lead Arranger.A syndicate of banks to be formed
by the Mandated Lead Arranger[s] in consultation with the
Company.

7. Administrative Parties: The Facility Agent and the Security Agent.

8. Hedging Banks: A group of banks selected by the Mandated Lead Arranger

and the Company.

9. Facility Agent: Universal Bank Aktiengesellschaft.

10. Security Agent: Universal Bank Aktiengesellschaft.

11. Company: AcquisCo GmbH.

1
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

12. Group: The BorrowerCompany, Sunshine GmbH and its

subsidiaries.

13. Material Subsidiaries: Each subsidiary of the Borrower Company whose [gross
assets, pre-tax profits or turnover] net assets represent
[520]% or more of the [gross assets, pre-tax profits or
turnover] net assets of the Group.

14. Majority Lenders: Lenders holding 66⅔% or more in value of the total
commitments or, if utilisations are outstanding, of the
aggregate of all the outstanding utilisations and available
commitments.

2
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

B) THE FACILITIES

15. Facilities: (a) Facility A: term loan facility of EUR [180,000,000]

(b) Facility B: revolving credit facility of EUR

[20,000,000]

16. Purpose: (a) Facility A:

(i) payment of Acquisition Cost (as defined below);

and

(ii) repayment of existing bank debt.

(b) Facility B: general corporate purposes and payment of

outstanding interest.

17. Acquisition Cost: Purchase price, fees (other than bank fees) payable in
connection with the acquisition (including advisers’ fees),
cost and expenses, taxes, incurred by the Borrower
Company or any other Group Member in connection with
the Acquisition Documents.

Acquisition Document: The Share Purchase Agreement and any other documents
executed or to be executed in connection with the
acquisition (other than a Finance Document).

18. Final Maturity Date: For both Facilities 7 years after the Signing DateFinancial
Close, subject to Term-Out Option.

Signing means the day of the effectiveness of the Credit

Facilities Agreement.

Financial Close means the day on which the Lenders make

the first disbursement under the Credit Facilities Agreement.

Term-Out-Option: Company may by written notice to the

Facility Agent at least 30 business days prior to the Final
Maturity Date extend the Final Maturity Date by 365 days,
subject to no Event of Default being ongoing.

19. Availability Period: (a) Facility A: from the fulfilment of the conditions
precedent date of the credit facilities agreement up to
the day which occurs 90 days thereafter.

(b) Facility B: from the fulfilment of the conditions

precedent until Closing Date to the date falling one
month prior to the Maturity Date.

20. Minimum amount of each Loans under Facility A must be in a minimum amount of
loan: EUR [1,000,000].

3
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

Loans under Facility B must be in a minimum of EUR

100,000.

21. Utilisations: Facility A: up to three.

Facility B: not more than one four per calendar month.

22. Repayment: Loans under Facility A must be repaid in 12 approximately

equal semi-annual instalments, with the first repayment on
the date falling 12 months after the date of the Credit
Facilities Agreement and the final repayment on the Final
Maturity Date. Amounts repaid may not be re-borrowed.

Loans under Facility B must be repaid on the last day of

each relevant interest period, subject to roll-over
mechanism. Amounts repaid may not be re-borrowed.

23. Voluntary prepayment: Prepayment may be made in whole or in part at any time on
30 business days' (or any shorter period the Majori-
ty Lenders agree) written notice and, if in part, in a
minimum amount of EUR [10,000,000] or an integral
multiple thereof.

Voluntary prepayments must be made together with interest

accrued on the amount prepaid but, subject to break costs,
without premium or penalty.

Voluntary partial prepayments will be applied against the

outstanding repayment instalments in inverse order of
maturity on a pro rata basis.

Amounts voluntarily prepaid may not be re-borrowed.

24. Mandatory Prepayment: (a) Illegality

If it becomes unlawful for a Lender to perform any of its

obligations as contemplated by any Finance Document or to
fund or maintain its participation in any utilisation (or it
becomes unlawful for any of its affiliates for it to do so)
that Lender must be prepaid and its commitments will be
cancelled.

(b) Change of control

If Sunpower Inc. ceases to directly or indirectly control the

Company, or ceases to be the direct or indirect owner of
more than 50% of the shares in the Company, or any person
or group of persons acting in concert gains control of the
Company:

(i) no Lender is obliged to participate in an

utilisation; and

4
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

(ii) a Lender may by not less than 30 days' notice

cancel its commitments and require prepay-
ment of its share of the utilisations.

(c) Disposal proceeds

If aggregate net proceeds of disposals of assets or businesses

(whether by way of share or asset sale) in any financial year
of the Group Company exceed EUR [1,000,00020,000,000],
the excess must be applied in prepaying utilisations Facility
A unless the proceeds are used to replace sold assetsand
thereafter in reducing commitments.

(d) Flotation

Any Flotation Proceeds must be used to prepay Facility A.

Flotation: A successful application being made for the

admission of any part of the share capital of any member of
the Group to any recognised stock exchange or other
recognised investment exchange or market in any country.

Flotation Proceeds: The proceeds of any flotation received

by any member of the Group or any persons who are not
members of the Group in cash (after deducting any tax
reasonably incurred in connection with that flotation and any
fees and expenses incurred in relation to that flotation by
any member of the Group or any persons who are not
members of the Group).

(e) Mandatory prepayments generally

Mandatory prepayments must be made on the last day of the

relevant interest period together with interest accrued on the
amount prepaid but, subject to break costs, without premium
or penalty.

25. Prepayment and The Company may prepay and cancel the commitments of a
cancellation or replacement Lender which makes a claim under the increased costs, tax
of a single Lender: gross-up and/or tax indemnity provisions.

Alternatively (and additionally if a Lender requires

prepayment due to illegality), the Company may require the
relevant Lender to transfer at par its commitments and
outstandings to a replacement lender.

26. Voluntary cancellation: The Company may cancel the undrawn commitments at any
time, without premium or penalty, on 30 10 business days'
written notice and, if in part, in a minimum of
[1,000,000100,000] and an integral multiple thereof.

27. Voluntary Prepayment - The Company may for as long as the requirement continues

5
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

Tax Payment or Increased request prepayment and cancellation in respect of that

Cost Lender.

6
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

C) PRICING

28. Arrangement Fee: [75 bps] flat payable by the Company for the account of the
Mandated Lead Arranger on the earlier of Financial Close
and the date 60 days after the date of the Credit Facilities
Agreement.To be agreed separately.

29. Agency Fee: [EUR 55,000] per annum, initially payable by the Company
to the Facility Agent on the earlier of Financial Close and
the date which occurs 60 days after the date of the Credit
Facilities Agreement, and subsequently, EUR 40,000 on
each anniversary of the Credit Facilities Agreement.To be
agreed separately.

30. Security Agent's Fee: To be agreed separately.

31. Commitment Fee for [35 bps] per annum of the Margin applicable at that time
Facility: payable by the Company for the account of the Lenders on
amounts unused and uncancelled under the Facilities.

Accrued commitment fee is payable quarterly in arrears

during the Availability Period, on the last day of the
Availability Period and on any amount of the Facilities
which is cancelled at the time the cancellation is effective.

32. Margin: Initially 85 75 bps per annum until the first day for delivery
of a margin compliance certificate, and then ratcheting in
accordance with the following table:

Net Debt / Consolidated EBITDA Margin (bps per

annum)

Equal to or greater than 2.5 and less [75 bps]

than 3.0

Equal to or greater than 2.0 and less [60 bps]

than 2.5

Less than 2.0 [45 bps]

Any change to the Margin will apply to each loan made (or
outstanding) from the start of its next Interest Period on the
business Day after the Facility Agent has received the
relevant compliance certificate.

If (i) an Event of Default is continuing, or (ii) the Company

has failed to deliver a compliance certificate or financial
statements, the Margin will be the highest applicable rate.

If the Margin has been based on a compliance certificate but

would have been lower if it had been based on the
subsequent financial statements of the Company, the Margin

7
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

will instead be calculated (with retrospective effect) by

reference to those financial statements.

33. Interest Periods for loans: For the purpose of calculating interest each loan will have
successive Interest Periods. Each Interest Period for a loan
under Facility A will be of one, three or six months, and
under Facility B of three months, or, in each case, any other
period agreed between the Company and all the Lenders.

34. Interest on loans: The rate of interest payable on a loan for each Interest
Period will be the aggregate of:

(a) EURIBOR; and

(b) the applicable Margin; and

(c) mandatory costs (if applicable),

with the proviso that there will be no floor on EURIBOR.

35. Payment of interest on Interest is payable on:

loans:
(a) the last day of each Interest Period; and

(b) in the case of Interest Periods of longer than six

months, on the dates falling at six-monthly intervals
after the first day of the Interest Period.

36. Default interest: Interest on overdue amounts will be increased by 2% per

annum.

8
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

D) OTHER TERMS

37. Finance Documents: The Credit Facilities Agreement, each Security Document,
each Fee Letter and each other document so defined.

38. Documentation: The Credit Facilities Agreement:

(a) will set out terms usual for this type of financing;

(b) will be governed by German law; and

(c) must be satisfactory to all parties.

9
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

E) REPRESENTATIONS & WARRANTIES

39. Representations: These will includeThe following representations inter

aliawill apply:

(a) due incorporation and capacity of Company

Groupof each Obligor;

(b) power and authority;

(c) subject to the Reservations, Finance Documents are

legal, valid and enforceable;

(d) no material conflict with laws, constitutional

documents or other obligations binding on any of
the members of the Company Group;

(e) all material authorisations required for validity,

effectiveness and admissibility in evidence in full
force and effect;

(f) subject to the Reservations, the effectiveness of any

submission to jurisdiction in connection with the
Finance Documents;

Reservations means the reservations and qualifications

specified in the legal opinions issued in connection with this
transaction.

(g) the choice of German law as the governing law of

the Finance Documents is valid and binding;

(h) all payments can be made without tax deduction

subject to qualifying lender;

(i) no stamp duty or similar taxes payable;

(j) no material tax liabilities which are due and

payable;

(k) no default or Event of Default is continuing;

(l) no Material Adverse Change;

“Material Adverse Change” means: any event which has a

material adverse effect on:

(i) the ability of the Borrower to perform and

comply with its material obligations under
the Finance Documents;

(ii) the validity, legality and enforceability of

any material Finance Document; or

10
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

(iii) the business, financial condition, operations

or assets of the Company to the extent it
adversely affects its ability to comply with
its material obligations.

(m) to the best of the Company’s knowledge and belief,

no misleading information, basis of preparation of
financial projections, basis and reasonableness of
opinions and no misleading omissions by the
Company on or prior to the Signing;

(n) to the best of the Company’s knowledge and belief,

the latest financial statements are accurate and no
Material Adverse Change has occurred since the
original financial statements;

(o) pari passu ranking of payment obligations under the

Finance Documents;

(m) no material litigation, arbitration or administrative

proceedings pending or threatened;

(n) no immunity in any legal proceedings; and

(o) no breach of any material environmental laws, and

licenses.;

(p) no defect in the financial model which would

materially affect the correct computation and
financial projections and projected cash flows; and

(q) [others].

The representations other than the representations specified

under (d), (h), (i), (k) and (m) must be repeated on the date
of each utilisation request, in each compliance certificate
and on each interest payment date.

11
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

F) COVENANTS

40. Information undertakings: These will includeThe following information covenants

apply:

(a) provision of financial statements as follows:

(i) as soon as they become available but in any

event within [90180] days of the end of
each of its financial years, the Company's
audited consolidated financial statements;

(ii) as soon as they become available but in any

event within [30120] days of the end of
each of its financial half years, the
Company's unaudited consolidated financial
statements;

(b) within 10 Business Days after the end of a calendar

quartertogether with each set of financial
statements, provision of a compliance certificate
signed by two directors authorised signatories of the
Company and, in the case of the audited
consolidated financial statements, by the
Company’s auditors;

(c) all financial reporting to be on the basis of agreed

accounting principles consistently applied;

(d) provision of all documents dispatched by the

Company to its shareholders generally or its
creditors generally;

(e) details of any material litigation, arbitration or

administrative proceedings or investigations;

(f) such other information regarding the financial

condition, business and operations of any member
of the Group as any finance party may reasonably
request;

(g) notification of any Event of Ddefault and any

circumstance which is likely to have a Material
Adverse Effect; and

(h) upon reasonable request any information regarding

the Company Group;

(i) upon request by a Finance Party such documents

and other evidence as is required for that Finance
Party to carry out and be satisfied that it has
complied with its obligations in relation to FATCA;

12
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

(j) information required to satisfy all customer due

diligence checks.; and

(k) [others].

All information must be supplied as soon as it is available

and in case of a) and b) above no later than indicated above.

41. Financial covenants: These will comprise the following:

(a) Gearing: consolidated total borrowings must not

exceed [5.09.0x] of consolidated tangible net
worthtotal equity at any time.

(b) Leverage: consolidated total net borrowings must

not on any last day of a calendar half-year, at any
point in time until the full discharge of all
outstandings under the Finance Documents, exceed
[4.06.0] times adjusted consolidated EBITDA.
[Note: inclusion of a ratchet beginning one year
after closing at [7.00] and ending six months
before full repayment at [2.75] to be discussed.]

(c) [Interest cover: the ratio of consolidated

[EBIT]/[EBITDA] to consolidated net finance costs
must not be less than [2.75tbd] to 1 at the end of
each measurement period.]] [Note: inclusion of a
ratchet beginning one year after closing at
[3.75x] and ending six months before full
repayment at [2.75x] to be discussed.]

Equity cure: during the term of Facility A a breach of the

financial covenants may be cured by providing additional
equity.

42. General undertakings: These will includeThe following general covenants apply
(and will apply, where appropriate,where marked [*] will
apply also to all Group members):

(a) authorisations required to enable it to perform its

obligations and to ensure legal validity of Finance
Documents obtained and maintained in full force
and effect;*

(b) compliance with laws and regulations where failure

to do so would cause a Material Adverse Change;*

(c) pari passu ranking of obligations under the Finance

Documents with all other unsecured, unsubordi-
nated obligations;

(d) negative pledge (subject to agreed exceptions);*

13
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

(e) due and punctual payment of all taxes; no change of

residence for tax purposes where failure to do so
would cause a Material Adverse Change;

(f) no merger or joint ventures (subject to agreed

exceptions)without Lenders’ consent;

(g) no acquisition of shares or business or undertaking

without Lenders’ consentsubject to agreed
exceptions;

(h) no change of business;

(i) restriction on disposals (subject to agreed

exceptions);

(j) restriction on financial indebtedness of Group

members (subject to agreed exceptions);*

(k) restrictions on acquisitions (subject to agreed

exceptions);

(l) all transactions at arms’ length;

(m) maintenance of appropriate insurance;

(n) no loans, guarantees and indemnities where failure

to do so would cause a Material Adverse Change;

(o) no payments and dividends on subordinated debt

(subject to agreed exceptions) where failure to do so
would cause a Material Adverse Change;

(p) preservation of intellectual property rights;

(q) no amendments to, or termination of, any

Acquisition Document;*

(r) within [3090] days after the Closing Date enter into
appropriate interest rate swaps for at least 5090% of
the amounts outstanding under the facilities Facility
A at the Closing Date for the term of the Facilitiesa
period of 3 years after the Closing Date. ; and

(s) [others].

14
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

G) EVENTS OF DEFAULT

43. Events of Default: These will includeAny of the following events is an Event
of Default:

(a) non-payment, with a 3 5 business day grace period

for technical/administrative error or if caused by a
Disruption Event;

(b) breach of financial covenants unless an equity cure

takes place;

(c) breach of other obligations under the Finance Docu-

ments unless the non-compliance is capable of
remedy and is remedied within 10 30 business days;

(d) misrepresentation unless the failure to comply is

capable of remedy and is remedied within 5 30
business days;

(e) cross-default (subject to an agreed

threshold);[difference to (j) below??]

(f) insolvency events, insolvency proceedings,

creditors' process and related matters for the each
Borrower and other Group member;

(g) creditors’ process with respect to the each Borrower

or any Group member;

(h) the a Borrower or other Group member ceasing to

carry on business;

(i) unlawfulness or ineffectiveness of any Finance

Document;

(j) any financial indebtedness is not paid when due,

becomes prematurely payable or is placed on
demand, in each case as a result of an Event of
Default or any provision having a similar effect
unless such financial indebtedness is less than EUR
250,00025,000,000; and

(k) any litigation, arbitration or similar procedure

which, if determined against the relevant Group
member, results in a Material Adverse Change.;

(l) any Material Adverse Change; and

(m) [others].

15
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

H) OTHER PROVISIONS

44. Assignments and transfers Any third party which is an Eligible Party. A Lender may
by Lenders: assign any of it rights or transfer by novation any of its
rights and obligations to any other bank or financial
institution or to a trust, fund or other entity which is
regularly engaged in or established for the purpose of
making, purchasing or investing in loans, securities or other
financial assets.

Eligible Party means a party which is not of illicit origin or

involved in fraud, corruption, money-laundering or other
criminal activities.

The prior written consent of the Company will be required

(which consent must not be unreasonably withheld or
delayed and will be deemed given if not expressly refused
within five business days) unless the assignment or transfer
is to another Lender or an affiliate of a Lender.

A Lender may disclose information to potential transferees

if appropriate confidentiality agreements are entered into.

The Company may require a Lender which:

(a) fails to, or gives notice that it will not fund a

utilisation; or

(b) does not agree to a request for an amendment or

waiver of a Finance Document which requires the
consent of all Lenders, if more than 5 business days
have elapsed since that request and the Majority
Lenders have already agreed,

to transfer at par all its rights and obligations to a replace-

ment lender.

45. Documentary conditions Conditions precedent must be completed to the satisfaction

precedent: of the Facility Agent before the first utilisation request and
will include:

(a) copies of relevant constitutional documents and

corporate authorities;

(b) specimen signatures of authorised signatories;

(c) a borrowing certificate;

(d) certification of copy documents;

(e) legal opinion(s) from:

(i) [⚫], legal counsel to the Company in

16
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

Germany, regarding the due execution of

the Finance Documents, addressed and
satisfactory to the Finance Parties;

(ii) [⚫], legal counsel to the Finance Parties in

Germany, regarding the Finance Docu-
ments, addressed and satisfactory to the
Finance Parties;

(f) evidence of the appointment of any process agent

required;

(g) evidence of payment of fees, costs and expenses due

and payable by the Company under the Finance
Documents;

(h) financial statements relating to each

ObligorBorrower;

(i) a copy of any other document, authorisation,

opinion or assurance specified by the Facility
Agent; and

(j) [other].

46. Additional documentary All security documents and any appropriate evidence and
conditions precedent - ancillary documentation in respect of any secured assets
security: and/or security providers.

47. Other conditions precedent: Conditions precedent for subsequent utilisations will
include:

(a) accuracy of repeating representations; and

(b) no default or Event of Default having occurred.

48. Taxes: All payments must be made without deduction or

withholding for any tax. Standard gross-up, indemnity and
tax credit provisions will apply.

Stamp taxes and VAT payable in connection with the

Finance Documents are for the account of the Company.

49. Market terms: These will include terms dealing with:

(a) market disruption;

(b) breakage costs;

(c) increased costs;

(d) indemnities;

17
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

(e) mitigation by the Lenders; and

(f) set-off.

50. Costs and expenses: Subject to pre-agreed budgets, allAll legal and other
expenses reasonably incurred by the Facility Agent, the
Security Agent and the Mandated Lead Arranger in
connection with the negotiation, preparation, printing,
execution, syndication, perfection and any amendment of
any Finance Document will be for the Company's account,
whether or not the Credit Facilities Agreement is signed.

Subject to pre-agreed budgets, allAll legal and other

expenses incurred by the Facility Agent, the Security Agent,
the Mandated Lead Arranger and the Lenders in connection
with the enforcement of, or preservation of rights under, any
Finance Document will be for the Company's account.

51. Amendments and waivers: The Majority Lenders may agree amendments and waivers
on behalf of all the Lenders (subject to agreed exceptions).

The share in any utilisation or commitment of a Lender

which does not reply to a request for consent for an
amendment or waiver within 5 business days after receipt of
that request will be excluded for the purpose of determining
whether the required proportion of Lenders has agreed to
that request.

Each amendment and waiver will be charged with the lower

of the actual cost and Euro 5,000.

52. Governing law: This term sheet, the Credit Facilities Agreement and any
non-contractual obligations arising out of or in connection
with them are governed by German law.

Security documents will be governed by the law of the

jurisdiction in which the security assets are located.

53. Jurisdiction: The courts of Frankfurt am Main, Germany, will have

jurisdiction in relation to any dispute (including a dispute
relating to non-contractual obligations) arising out of or in
connection with this term sheet or any Finance Document.

18
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

I) OTHER TERMS

54. Clear market: No member of the Group may, prior to the close of
syndication (as determined by the Mandated Lead Arranger)
signing of the Credit Facilities Agreement, issue, arrange,
syndicate or incur (or attempt to issue, arrange, syndicate or
incur) any other indebtedness in the international or
domestic money, debt, bank or capital financial markets,
without the Mandated Lead Arranger’s prior written con-
sent.

55. Syndication: The Company must provide any assistance and information
reasonably required by the Mandated Lead Arranger in
relation to the syndication of the Facilities including giving
of presentations by management and assisting in the pre-
paration of an information memorandum.

56. Market flex: The Mandated Lead Arranger may, after consultation with
the Company and having regard to the then prevailing
conditions in the international or domestic money, debt,
bank or capital financial markets, change the structure,
terms and/or pricing of the Facilities (but not the amount) if:

(a) successful syndication has not been completed

within 6 months after the signing of the Credit
Facilities Agreementfinancial close; and

(b) the Mandated Lead Arranger determines in good

faith that the changes are necessary to enhance the
prospects of a successful syndication.

For the purposes of this paragraph a successful syndication

will occur only when the Mandated Lead Arranger achieves
a sell-down of 6530% or more of the total commitment
under the Facilities.

If a successful syndication has not occurred by the date

which is 6 months after the signing of the Credit Facilities
Agreementfinancial close, the Arranger may increase the
Margin (and the Arrangement Fee and the Commitment
Fee) to the extent necessary to achieve a successful
syndication.

Notwithstanding the above, any change to the pricing is

subject to the following limits:

(a) the applicable Margin may not be increased by more

than 0.50% per annum;

(b) the Arrangement Fee may not be increased by more

than 0.5 bps; and

19
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

(c) the rate of Commitment Fee may not be increased.

57. Publicity: Any press announcement or other media communications in

relation to the Facilities must be agreed with the Mandated
Lead Arranger before it is made.

58. Confidentiality: This summary of key terms is confidential and must not be
disclosed by the Company to any person other than its legal
and financial advisers for the purposes of the proposed
transaction unless the prior written consent of the Mandated
Lead Arranger is obtained.

59. Conditions: Except as set out below this summary of key terms does not
constitute a binding commitment and merely sets out the
terms on which the Mandated Lead Arranger expects, at its
option, to be able to offer the Facilities. Any offer is subject
to:

(a) final credit approval being obtained from the

Mandated Lead Arranger's credit committee; and

(b) due diligence and documentation satisfactory to the

Mandated Lead Arranger.; and

(c) there being in the opinion of the Mandated Lead

Arranger

(i) no material adverse change occurring in the

international syndicated loan markets; or

(ii) in the business, assets, prospects or

financial condition of the Company or the
Group taken as a whole; or

(iii) in financial, economic or political con-

ditions generally

prior to the signing of the Credit Facilities Agree-

ment.

If this offer is accepted, paragraphs 50 (Costs and expenses),

52 (Governing law), 53 (Jurisdiction) and 58 (Confidentia-
lity) of this summary of key terms will be legally binding.

20
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024
INVESTOR COMMENTS [DATE]

This summary of key terms is indicative only.

This offer will remain open for acceptance by the Company until close of business in Frankfurt am
Main on [⚫] at which time it will expire unless:

(a) accepted by the Company in writing; or

(b) extended by the Mandated Lead Arranger.

To accept this offer, please sign the enclosed duplicate term sheet where indicated and return to the
Mandated Lead Arranger.

By:

GLOBAL INVESTMENT BANK EUROPE LTD.

We agree to the above.

By:

ACQUISCO GMBH

21
Dr Peter Stenz
Acquisition Finance II
Institute for Law & Finance 2024