Fee Letter Agent's and Security Agent s fee

Transcription

1 Execution Copy Fee Letter Agent's and Security Agent s fee To: VOLCAN INVESTMENTS CYPRUS LTD, a company incorporated and existing under the laws of Cyprus with registration number HE (the Borrower) 31 July 2018 Dear Sirs, VOLCAN INVESTMENTS CYPRUS LTD - US$1,100,000,000 Facilities Agreement dated on or about the date of this letter between, among others, the Borrower and Credit Suisse AG, Singapore Branch and Standard Chartered Bank (the Facilities Agreement) We refer to the Facilities Agreement. This letter is a Fee Letter and a Finance Document setting out the terms and conditions upon which certain fees are payable by the Borrower in respect of the Facilities Agreement. 1. INTERPRETATION Capitalised terms defined in the Facilities Agreement have, unless expressly defined in this letter, the same meaning in this letter. 2. AGENT AND SECURITY AGENT FEES (a) The agency fee for the Agent (the "Agency Fee") payable under clause 12.2 (Agent's fee) of the Facilities Agreement is USD35,000 per annum and must be paid annually in advance in immediately available and freely transferable funds, without any set-off or counterclaim and free and clear of any deductions or withholdings, to the to the following account, or to such other account as we may notify you from time to time: Correspondent Bank Beneficiary Bank Citibank, N.A., New York Branch (SWIFT: CITIUS33) Citibank, N.A., Hong Kong Branch (SWIFT: CITIHKHX) Beneficiary Bank A/C No Beneficiary Account Name Citicorp International Limited Beneficiary A/C No Attention Reference Regional Loans Agency Volcan - Agency Fee (b) The first payment of the Agency Fee is payable on the date of the initial Utilisation. Each subsequent payment of the Agency Fee is payable on each anniversary of that date for so long as any amount is outstanding under the Facilities Agreement or any Commitment is in force SN:

2 Execution Copy (c) The agency fee for the Security Agent (the "Security Agent Fee") payable under clause 12.3 (Security Agent's fees) of the Facilities Agreement is USD45,000 per annum and must be paid annually in advance in immediately available and freely transferable funds, without any set-off or counterclaim and free and clear of any deductions or withholdings, to the to the account mentioned in paragraph (a), or to such other account as we may notify you from time to time. (d) The first payment of the Security Agent Fee is payable on the date of the initial Utilisation. Each subsequent payment of the Security Agent Fee is payable on each anniversary of that date for so long as any amount is outstanding under the Facilities Agreement or any Commitment is in force. 3. MISCELLANEOUS This 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 letter. 4. GOVERNING LAW AND JURISDICTION (a) (b) This letter and any non-contractual obligations arising out of or in connection with it are governed by English law. Clause 44 (Enforcement) of the Facilities Agreement is incorporated in this letter mutatis mutandis as if set out in full in this letter. If you agree to the above, please sign where indicated below. Yours faithfully, SN:

3 ^. Vice President For CmCORP INTERNATIONAL LIMITED as Agent Vienna - Agent Fee Letter

4 TerenceYeung Vice President For CITICORP INTERNATIONAL LIMITED as Security Agent Vienna -Agent Fee Letter

5 FORM OF ACKNOWLEDGEMENT We agree to the above. Pat^P^cuuohs t^tt^^o^ - b^^c 0 VOLCAN INVESTMENTS CYPRUS LTD Vienna - Agent Fee Letter