EXHIBIT 10.3

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CONFORMED COPY
through 2^nd Amendment Agreement
dated 9 October 2024

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CONTENTS

CLAUSE‌PAGE

schedule 1‌211

The Original Parties‌211

Part 1 – The Original Obligors‌211

Part 2 – Total Commitments‌213

Part 3 – RCF Lenders‌214

Part 4 – Term Facility A Lenders‌215

schedule 2‌216

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Conditions Precedent‌216

Part 1A – Conditions Precedent to Signing of the Agreement‌216

Part 1B – Conditions Precedent to Initial Utilisation‌217

Part 2A – Conditions Subsequent‌218

Part 2B – Conditions Subsequent‌219

Part 2C – Conditions Subsequent‌220

Part 3 – Conditions Precedent Required to be Delivered by an Additional Obligor‌221

Part 4A – transaction security documents‌224

Part 4B – Sixth Restatement Agreement Transaction Security Documents‌227

schedule 3‌228

Requests‌228

Part 1A – Utilisation Request Loans‌228

Part 1B – Utilisation Request Letters of Credit‌229

Part 2 – Selection Notice‌230

schedule 4‌231

Form of Transfer Certificate‌231

schedule 5‌236

Form of Accession Letter‌236

schedule 6‌237

Form of Resignation Letter‌237

schedule 7‌238

Form of Compliance Certificate‌238

schedule 8‌239

Agreed Security Principles‌239

schedule 9‌244

Timetables‌244

Part 1 – Loans‌244

Part 2 – Letters of Credit‌246

schedule 10‌247

Form of Letter of Credit‌247

schedule 11‌250

Incremental Facility Commitment Letter‌250

schedule 12‌252

List of Designated Entities‌252

schedule 13‌253

Form of Designated Entity Accession Agreement‌253

schedule 14‌254

Part 1 – Permitted Acquisition‌254

Part 2 – Permitted Disposal‌254

Part 3 – Permitted Financial Indebtedness‌254

Part 4 – Permitted Guarantees‌254

Part 5 – Permitted Joint Ventures‌254

Part 6 – Permitted Loans‌254

Part 7 – Permitted Security‌254

Part 8 – Cash Movement‌254

schedule 15‌255

Notices‌255

Part 1 – Obligors’ Agent‌255

Part 2 – Facility Agent and Security Agent‌255

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THIS AGREEMENT is made on 21 November 2006 as most recently amended and restated by an amendment agreement dated 19 September 2024

BETWEEN:

THE PARTIES AGREE AS FOLLOWS:

In this agreement:

"100 Year Agreements" means the various agreements involving FOA, FOWC, other members of the SLEC Group and FIA pursuant to which, among other things, FOAM grants to FOWC the right to undertake the Business for 100 years from 1 January 2011 comprising the Umbrella Agreement and five other agreements described as the commercial agreement, regulatory agreement, FIA transfer agreement, SLEC group asset transfer agreement and deed of release and waiver;

"2022 Amendment Agreement" means the amendment agreement designated as such by the Obligors' Agent and the Facility Agent;

"2022 Amendment Request" means the amendment request letter designated as such by the Obligors' Agent and the Facility Agent;

"2022 Effective Date" has the meaning given to it in the 2022 Amendment Request;

"2023 Amendment Letter" means the letter from the Obligor’s Agent to, amongst others, the Facility Agent dated 4 October 2023 pursuant to which certain amendments, including to the definition of Margin, were made to this agreement;

“2023 Continued Term Facility B Commitment” means a “Continued Term Facility B Commitment” as defined in the 2023 Amendment Letter;

“2023 Continued Term Facility B Loan Participation” means a “Continued Term Facility B Loan Participation” as defined in the 2023 Amendment Letter;

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"2023 Effective Date " has the meaning given to it in the 2023 Amendment Letter;

“2023 Funded Term Facility B Commitments” means the “Funded Term Facility B Commitments” as defined in the 2023 Amendment Letter in an amount as of the 2023 Effective Date equal to the aggregate outstanding 2023 Non-Continued Term Facility B Loan Participations;

“2023 Funded Term Facility B Loan Participation” means a “Funded Term Facility B Loan Participation” as defined in the 2023 Amendment Letter;

”2023 Incremental Facility Commitment Letter” means the Incremental Facility Commitment Letter dated 4 October 2023 pursuant to which 2023 Funded Term Facility B Commitments were made available by the 2023 Incremental Facility Lenders;

"2023 Incremental Facility Lenders" means the 2023 Incremental Facility Lenders as defined in the 2023 Amendment Letter;

“2023 Non-Continued Term Facility B Loan Participation” means a “Non-Continued Term Facility B Loan Participation” as defined in the 2023 Amendment Letter;

“2023 Term Facility B Refinancing Documents” means, collectivelly, the 2023 Amendment Letter and the 2023 Incremental Facility Commitment Letter;

"2024 Amendment Agreement" means the amendment agreement between amongst others the Obligors’ Agent and the Facility Agent entered into on or about the 2024 Effective Date.

"2024 Amendment Request" means the amendment request letter designated as such by the Obligors' Agent and the Facility Agent;

"2024 Effective Date" has the meaning given to it in the 2024 Amendment Request;

"2024 Effective Date Original Lender" means each Original RCF Lender, each Original Term Loan A Lender and each 2024 Incremental Term Lender;

"2024 Incremental Term Lenders" each bank, financial institution or other entity listed in Part 5 of schedule 1 as a 2024 Incremental Term Lender;

"2024 Incremental Facility Commitment Letter" means the Incremental Facility Commitment Letter dated on or about the 2024 Effective Date between the Facility Agent, Delta 2, the Obligors’ Agent and the 2024 Incremental Term Lenders;

“ABR”, when used in reference to any Loan, refers to whether such Loan bear interest at a rate determined by reference to the Alternate Base Rate.  All ABR Loans shall be denominated in Dollars;

"Acceptable Bank" means:

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"Accession Letter" means a document substantially in the form set out in schedule 5 (Form of Accession Letter);

"Accounting Principles" means:

"Additional Borrower" means a company which becomes a Borrower in accordance with clause 30 (Changes to the Obligors);

"Additional Debt" means Additional First Lien Debt, Additional Second Lien Debt and/or Additional Unsecured Debt (including in each case, Permitted Refinancing Indebtedness);

"Additional Debt Maturity Exclusion" has the meaning given to it in clause 2.3(a) (Additional Debt);

"Additional Debt Ratio Tests" has the meaning given to it in clause 2.3(a) (Additional Debt);

"Additional First Lien Debt" has the meaning given to it in clause 2.3(a)(i) (Additional Debt);

"Additional First Lien Debt Maturity Date" has the meaning given to it in clause 2.3(a) (Additional Debt);

"Additional First Lien Debt Ratio Test" has the meaning given to it in clause 2.3(a) (Additional Debt);

"Additional Guarantor" means a company which becomes a Guarantor in accordance with clause 30 (Changes to the Obligors);

"Additional Non-First Lien Debt Maturity Date" has the meaning given to it in clause 2.3(a) (Additional Debt);

"Additional Obligor" means an Additional Borrower or an Additional Guarantor;

"Additional Second Lien Debt" has the meaning given to it in clause 2.3(a)(ii) (Additional Debt);

"Additional Second Lien Debt Ratio Test" has the meaning given to it in clause 2.3(a) (Additional Debt);

"Additional Unsecured Debt" has the meaning given to it in clause 2.3(a)(iii) (Additional Debt);

"Additional Unsecured Debt Ratio Test" has the meaning given to it in clause 2.3(a) (Additional Debt);

“Adjustment Date” has the meaning given to that term in the definition of Pricing Grid.

"Affiliate" means, in relation to any Undertaking, a Subsidiary of that Undertaking or a Parent Undertaking of that Undertaking or any other Subsidiary of that Parent Undertaking;

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“Affiliated Lenders” has the meaning given to that term in clause 29.12 (Permitted Debt Purchase Transactions).

“Affiliated Persons” means, with respect to any specified person, (a) such specified person’s parents, spouse, siblings, descendants, step children, step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees of such specified person and each of the persons referred to in clause (a) and, in the event of the incompetence or death of any of the persons described in clause (a), such person’s executor, administrator, committee or other personal representative or similar fiduciary, (c) any trusts or private foundations created primarily for the benefit of, or controlled at the time of creation by, any of the persons described in the above clause (a) or (b) of this definition, or any trusts or private foundations created primarily for the benefit of any such trust or private foundation or for charitable purposes, and (d) any company, partnership, trust or other entity or investment vehicle controlled by any of the persons referred to in clause (a), (b), (c) or the holdings of which are for the primary benefit of any of such persons.

"Agreed Security Principles" means the principles set out in schedule 8 (Agreed Security Principles);

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology).  Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate, respectively.  If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Clause 16.2 or Clause 16.3 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Clause 16.3), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.  For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than zero, such rate shall be deemed to be zero for purposes of this agreement.

"Ancillary Commencement Date" means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the Revolving Facility from which that Ancillary Facility has been established;

"Ancillary Commitment" means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under clause 9 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this agreement or the Ancillary Documents relating to that Ancillary Facility;

"Ancillary Document" means each document relating to or evidencing the terms of an Ancillary Facility;

"Ancillary Facility" means any ancillary facility made available by an Ancillary Lender in accordance with clause 9 (Ancillary Facilities);

"Ancillary Lender" means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with clause 9 (Ancillary Facilities);

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"Ancillary Outstandings" means, at any time, in relation to an Ancillary Lender and an Ancillary Facility the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility then in force:

in each case as determined by such Ancillary Lender acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document;

"Annual Financial Statements" means the financial statements for a Financial Year delivered pursuant to clause 25.1(a) (Financial Statements);

"Anti-Terrorism Law" means each of:

"Arrangers" means the Term Facility A Arrangers and the Term Facility B Arrangers as defined in the 2022 Amendment Request;

"ASM" means Allsport Management SA a company incorporated in Switzerland with registered number CHE-103.211.396;

"ASM Dissolution" means the dissolution and entry into liquidation of ASM (other than as a result of ASM being placed into insolvent liquidation), as evidenced by corresponding minutes of a shareholder meeting of ASM, provided furthermore that Formula One Management Limited confirms in writing to the Facility Agent that ASM is a dormant company and either owns no assets or assets of only negligible value;

"Auditors" means (A) one of PwC, Ernst & Young, KPMG or Deloitte or (B) such other firm that is either (x) approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed) or (y) an independent public accountant of recognized standing;

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"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

"Availability Period" means:

"Available Amount Basket" means, on any date of calculation, for the period (taken as one period) from December 31, 2021 to the end of the Group’s  most recently ended Financial  Quarter for which financial statements have been delivered pursuant to clause 25.1 (Financial Statements) as of such date, an amount equal to (without duplication):

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"Available Commitment" means, in relation to a Facility, a Lender's Commitment under that Facility minus (subject to clause 9.8 (Affiliates of Lenders as Ancillary Lenders) and as set out below):

For the purposes of calculating a Lender's Available Commitment in relation to any proposed Utilisation under a Revolving Facility only, the following amounts shall not be deducted from a Lender's Commitment under that Facility:

"Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility;

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this agreement as of such date and not including, for the

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avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period”, Clause 14 (Interest) and/or Clause 15 (Interest Periods) pursuant to clause (d) of Clause 16.3 (Benchmark Replacement).

"Base Currency" means Dollars;

"Base Currency Amount" means:

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or (as the case may be) cancellation or reduction of an Ancillary Facility;

“Benchmark” means, initially, with respect to any (i) RFR Loan, the Daily Simple SOFR, (ii) with respect to any Term Benchmark Loan denominated in Dollars, the Term SOFR Rate, and (iii) with respect to any Term Benchmark Loan denominated in euros, EURIBOR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the then-current Benchmark for such currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to sub-clause (a) of Clause 16.3 (Benchmark Replacement).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Facility Agent for the applicable Benchmark Replacement Date, provided that, in the case of any Loan denominated in Euros, “Benchmark Replacement” shall mean the alternative set forth in (2) below:

(1) the Daily Simple SOFR;

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Facility Agent and  the Obligors' Agent as the replacement for the then-current Benchmark for the applicable corresponding tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the relevant currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the applicable Floor, the Benchmark Replacement will be deemed to be the applicable Floor for the purposes of this agreement and the other Finance Documents.

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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Facility Agent and the relevant Borrower or the Obligors' Agent for the applicable corresponding tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable currency at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period”, Clause 14 (Interest) and Clause 15 (Interest Periods), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Facility Agent and the Obligors' Agent decide may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Facility Agent in a manner substantially consistent with market practice (or, if the Facility Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Facility Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Facility Agent and the Obligors' Agent decide are reasonably necessary in connection with the administration of this agreement and the other Finance Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the relevant currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Finance Document in accordance with Clauses 16.2 (Alternate Rate of Interest) and 16.3 (Benchmark Replacement) and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Finance Document in accordance with Clauses 16.2 (Alternative Rate of Interest) and 16.3 (Benchmark Replacement).

“Bona Fide Debt Fund” means any Person (other than a Person who is separately identified by the Obligors’ Agent as a Disqualified Lender pursuant to clause (x) of the definition of Disqualified Lender) that is primarily engaged in, or that advises, any bona fide debt fund or fixed income investor that is engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or debt securities in the ordinary course of business and for which no personnel of a Disqualified Lender involved with such Person (A) makes investment decisions or (B) has access to non-public information relating to the Group or any person that forms part of the Group’s business (including its Subsidiaries).

"Borrower" means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with clause 30 (Changes to the Obligors) and, in respect of an Ancillary Facility only, any Group Company that becomes a borrower of that Ancillary Facility

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with the approval of the relevant Lender pursuant to the provisions of clause 9.9 (Affiliates of Borrowers);

“Borrower Materials” has the meaning given to that term in clause 29.7 (Disclosure of Information).

"Break Costs" means (other than with respect to RFR Loans) the amount (if any) by which:

exceeds:

"Business" means the development, exploitation and administration of the F1 world championship in a commercial manner;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York; provided that:

"Capital Expenditure" has the meaning given to that term in clause 26.1 (Financial Definitions);

"Cash Equivalent Investments" means (a) marketable debt securities (including commercial paper) with a maturity of six months or less and with a short term debt rating of at least A1+ granted by Standard & Poor's, a division of the McGraw-Hill Companies, Inc. or P-1 granted by Moody's Investors Services, Inc. at the date of acquisition or when received; (b) marketable direct obligations issued by, or unconditionally guaranteed by, the United States, the United Kingdom or issued by any agency thereof and backed by the full faith and credit of the United States or the United Kingdom, in each case maturing within one year from the date of acquisition or when received; (c) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition or receipt issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the United Kingdom; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (c) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government or the United Kingdom government; (e) securities with maturities of one year or less from the date of acquisition or receipt issued or fully guaranteed by any state, commonwealth or territory of the United States or the United Kingdom, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by Standard & Poor’s or A by Moody’s at the date of acquisition or receipt; (f) securities with maturities of six months or less from the date of acquisition or receipt backed by standby letters of credit issued by any Lender or any commercial bank satisfying the

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requirements of clause (c) of this definition; (g) money market mutual or similar funds at least 95% of the assets of which constitute Cash Equivalent Investments of the kinds described in clauses (a) through (f) of this definition; (h) money market funds that (i) are rated AAA by Standard & Poor’s or Aaa by Moody’s at the date of acquisition or receipt and (ii) have portfolio assets of at least $500,000,000; and (i) in the case of any Subsidiary that is not organized in the United States or the United Kingdom, (x) investments substantially comparable to any of the foregoing investments with respect to the country in which such Subsidiary is organized and (y) other short term investments utilized by such Subsidiaries in accordance with  normal investment practices for cash management in such jurisdiction;

“CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.

“Central Bank Rate” means, for any Loan denominated in euro, (A) the greater of (i) one of the following three rates as may be selected by the Facility Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, and (ii) the applicable Floor; plus (B) the applicable Central Bank Rate Adjustment.

“Central Bank Rate Adjustment” means, for any day, for any Loan denominated in euro  a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBOR for the five most recent Business Days preceding such day for which the applicable Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period.

"Certified Synergies" means synergies which any financial officer of the Group determines in good faith as being factually supportable and reasonably achievable by the Group (including by any joint venture of the Group (whether accounted for on the financial statements of any such joint venture or the Group in an amount proportionate to the percentage of equity ownership of such joint venture that are beneficially owned by the Group) during the 24 month period following the date of any acquisition, investment, disposition, operating improvement, restructuring, reorganisation, cost savings initiative, relocation or similar transaction or initiative as a result of or in connection with such event;

"Change of Control" means, (i) at any time, a person or group of persons under common control (other than any Permitted Holder) gains the right to exercise more than 50 per cent of the voting rights exercisable in a general meeting of the Parent or (ii) at any time, the entire share capital of the Parent ceases to be owned directly by one or more  persons who have entered into Transaction Security Documents in respect of the share capital of the Parent they own;

For these purposes and for purposes of this agreement,

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For purposes of the definition of “Permitted Holders”, “person” and “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes

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any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision.

"Charged Property" means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security;

“Class” when used in reference to any Loan or borrowing, refers to whether such Loan, or the Loans comprising such Utilisation, is a Revolving Facility Loan or a Term Loan;

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

"Commitment" means a Term Facility A Commitment, a Term Facility B Commitment, a Revolving Facility Commitment or an Incremental Facility Commitment;

"Compliance Certificate" means a certificate substantially in the form set out in schedule 7 (Form of Compliance Certificate) in form and substance satisfactory to the Facility Agent (acting reasonably);

"Concorde Agreement" means the contractual arrangements with any member or members of the Group and F1 Teams taken as a whole dealing with (amongst other things) payments to F1 Teams for competing in the F1 Championships, as in effect from time to time;

"Consolidated EBITDA" has the meaning given to that term in clause 26.1 (Financial Definitions);

“Consolidated Interest Coverage Ratio” means on any date the ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense, in each case, for the most recently ended Testing Period on or prior to such date, all determined on a consolidated basis;

"Consolidated Total Net Debt" means the principal amount of all Financial Indebtedness of the Group less the aggregate amount at that time of Cash and Cash Equivalent Investments held by Group, less the amount of any outstandings under any Ancillary Facilities (other than any overdraft or working capital facility or any letter of credit or other guarantee facility covering monies borrowed by way of term debt, any overdraft, working capital facility or other monies borrowed (in each case to the extent of such borrowings)) and after making such adjustments any financial officer of the Group determines in good faith to be reasonable to reflect material timing differences in receipts of payments resulting from any change in race dates;

"Constitutional Documents" means the constitutional documents of Delta Topco;

“Control Person” has the meaning given to that term in the definition of LMC.

“CTA” means the Corporation Tax Act 2009.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if the Daily Simple SOFR as so determined would be less than the applicable Floor, such rate shall be deemed to be equal to the applicable Floor  for the purposes of this agreement. Any change

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in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

"Declined Amounts" has the meaning given to it in clause 12.2 (Disposal and Insurance Proceeds and Excess Cashflow);

"Declining Lender" has the meaning given to it in clause 12.2 (Disposal and Insurance Proceeds and Excess Cashflow);

“Deemed Date” has the meaning given to that term in clause 1.4 (Certain Calculations).

"Default" means an Event of Default or any event or circumstance specified in clause 28 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

"Defaulting Lender" means any Lender:

unless, in the case of paragraph (a) above:

payment is made within ten Business Days of its due date; or

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent;

"Delta 2" means Delta 2 (Lux) Sàrl, a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg and with registered office at 9, rue de Bitbourg, L-1273, Luxembourg, the Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés de Luxembourg) with number B122129;

"Delta 3" means Delta 3 (UK) Limited a company incorporated in England and Wales with registered number 5988544;

“Delta Topco” means Delta Topco Limited, a company incorporated in Jersey, with registration number 95136;

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"Designated Gross Amount" has the meaning given to that term in clause 9.2 (Availability);

"Designated Net Amount" has the meaning given to that term in clause 9.2 (Availability);

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by any Group Company in connection any sale, lease, licence, transfer or other disposal made pursuant to clause (n) of the definition of  Permitted Disposal that is designated as Designated Non-Cash Consideration by a financial officer of a Group Company less the amount of cash or Cash Equivalent Investments received in connection with a subsequent sale of or conversion of or collection on such Designated Non-Cash Consideration;

"Disposals Proceeds" has the meaning given to that term in clause 12.2 (Disposal and Insurance Proceeds and Excess Cashflow);

“Disqualified Equity” means, as of any date, any equity interest of any person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires or mandates cash payments or distributions, on or prior to the date that is 90 days after the latest Termination Date that existed at the time such equity interest was issued or incurred; provided, however, that any class of equity interests of such person that, by its terms, authorizes such person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of equity interests that are not Disqualified Equity, and that is not convertible, puttable or exchangeable for Disqualified Equity or Financial Indebtedness, will not be deemed to be Disqualified Equity so long as such person satisfies its obligations with respect thereto by the delivery of equity interests that are not Disqualified Equity; provided, further, however, that an equity interest that would constitute Disqualified Equity solely because the holders thereof have the right to require such person to repurchase or redeem such equity interests upon the occurrence of (x) a disposal or change of control or (y) one or more other events shall not constitute Disqualified Equity if such person may repurchase or redeem any such equity interest in a manner that complies with clause 27.15 (Dividends and Share Redemptions).  Notwithstanding the foregoing, any equity interests issued to any employee or to any plan for the benefit of employees of any Group Company or by any such plan to such employees shall not constitute Disqualified Equity solely because they may be required to be repurchased by a Group Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified Lender” shall mean, collectively, (x) those banks, financial institutions, other institutional lenders and investors and other persons designated by Obligors’ Agent as a “Disqualified Lender” by written notice delivered to the Facility Agent on or prior to the 2022 Effective Date (and affiliates of such persons (A) identified in writing by the Obligors’ Agent from time to time to the Facility Agent and/or (B) clearly identifiable as affiliates of such persons on the basis of such affiliates’ names), (y) such other persons (and clearly identifiable affiliates of such persons (other than affiliates that are Bona Fide Debt Funds and that would not be a competitor but for being an affiliate of a competitor pursuant to this clause (y))) identified in writing by the Obligors’ Agent to the Facility Agent from time to time to the extent such person is or becomes a competitor of the Group and (z) such other persons identified in writing by the Obligors’ Agent to the Facility Agent from time to time at any time prior to the occurrence and continuation of an Event of Default under clause 28.1 (Non-Payment), clause 28.6 (Insolvency), clause 28.7 (Insolvency Proceedings) (other than clause 28.7(i), clause 28.7(ii) and clause 28.7(iv)), clause 28.8 (Creditors’ Process) or clause 28.9 (other than any references therein to clause 28.7(i), clause 28.7(ii) and clause 28.7(iv)), subject to the consent of the Facility Agent (which consent shall not

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be unreasonably withheld, delayed or conditioned); provided that (x) the foregoing shall not apply retroactively to disqualify any assignment, sub-participation or sub-contract to the extent such assignment, sub-participation or sub-contract was acquired by a party that was not a Disqualified Lender at the time of such assignment, sub-participation or sub-contract and (y) the execution by Obligors’ Agent of an assignment with respect to a Disqualified Lender will not by itself result in such assignee no longer being considered a Disqualified Lender.

"Disruption Event" means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

"Dollars", "USD" or "$" means the lawful currency of the United States of America;

"Dormant Subsidiary" means a Group Company which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including without limitation Financial Indebtedness owed to it) which in aggregate have a value of $50,000 or more or its equivalent in other currencies;

“Dorna Acquistion” has the meaning given to that term in the definition of Dorna Distribution.

“Dorna Distribution” means a dividend or distribution by any Group Company to any LMC Investor to help fund the acquisition (including the payment of fees and expenses related thereto) of approximately 86% of the equity interests of Dorna Sports, S.L., pursuant to a Share Purchase Agreement dated as of March 29, 2024 entered into by and among Dorna Sports, S.L., Libertad Especia, S.L.U., Liberty Media Corporation and the sellers thereto (“Dorna Acquisition”), and to consummate the transactions described therein.

“EBITDA Builder Prong” has the meaning given to that term in the definition of Available Amount Basket.

"Economic Sanctions Law" means any economic or financial sanctions administered by OFAC, the US State Department, the United Kingdom, the United Nations, the European Union or any member state thereof or Canada;

"Environmental Claim" means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law;

"Environmental Law" means any applicable law or regulation which relates to:

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"Environmental Permits" means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Group Company conducted on or from the properties owned or used by any Group Company;

"Equity Documents" means the Constitutional Documents and any other document designated as an equity document by the Facility Agent and the Obligors’ Agent;

"EURIBOR" means, in relation to any Loan in euro:

as of (in the case of paragraphs (a) and (c) above) the Specified Time on the Quotation Day for euro for a period equal in length to the Interest Period for that Loan; provided that if the EURIBOR as so determined would be less than the applicable Floor, such rate shall be deemed to be equal to the applicable Floor  for the purposes of this agreement;

"Euro", "EUR" or "€" means the single currency unit of the Participating Member States;

"Event of Default" means any event or circumstance specified as such in clause 28 (Events of Default);

"Excess Cashflow" has the meaning given to that term in clause 26.1 (Financial Definitions);

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

"Executive Order" means the executive Order No. 13224 of September 23, 2001 - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism;

"Existing Ancillary Facility" has the meaning given to it in the 2022 Amendment Agreement;

"Existing Ancillary Lender" has the meaning given to it in the 2022 Amendment Agreement;

"Expiry Date" means, for a Letter of Credit, the last day of its Term;

"Extension" has the meaning given to it in clause 2.6 (Extension Offers);

"Extension Amendment" has the meaning given to it in clause 2.6 (Extension Offers);

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"Extended Revolving Commitment" has the meaning given to it in clause 2.6 (Extension Offers);

"Extended Revolving Loan" has the meaning given to it in clause 2.6 (Extension Offers);

"Extending Term Loan" has the meaning given to it in clause 2.6 (Extension Offers);

"Extending Lender" has the meaning given to it in clause 2.6 (Extension Offers);

"F1 Team" means a team which is competing or will compete in the Formula One Championship organised by the Group;

"Facility" means a Term Facility or a Revolving Facility;

"Facility Agent's Spot Rate of Exchange" means the first available of:

(a)the Facility Agent's spot rate of exchange; or

(b)the Thomson Reuters Rate of Exchange; or

(c)any other commercially available spot rate of exchange selected by the Facility Agent,

for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day;

"Facility Office" means:

"Facility RCF" means the revolving credit facility made available on the 2022 Effective Date pursuant to clause 2.1(a)(iii) (The Facilities);

"FATCA" means:

"FATCA Agreement" has the meaning given to it in clause 18.1 (Definitions);

"FATCA Application Date" means:

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"FATCA Compliant Party" means a Party (including, for this purpose, any Finance Party) payments to whom do not require a FATCA Deduction whether as a result of, without limitation, the status or jurisdiction of that Party or any other matter;

"FATCA Deduction" means a deduction or withholding from (or other payment to a governmental or taxation authority related to) a payment under a Finance Document pursuant to FATCA or a FATCA Agreement;

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as  shall be set forth on the NYFRB’s Website  from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this agreement.

"Federal Reserve Board" means the Board of Governors of the Federal Reserve System of the United States of America.

"Fee Letter" means:

"FIA" means Federation Internationale de L'Automobile;

"FIAF" means Federation Internationale de L'Automobile France;

"FIAS" means Federation Internationale de L'Automobile Switzerland;

"Finance Document" means this agreement, the 2022 Amendment Agreement, the 2022 Amendment Request, the 2024 Amendment Agreement, the 2024 Amendment Request,any Incremental Facility Documents, any Accession Letter, any Ancillary Document, any Compliance Certificate, any Fee Letter, the Intercreditor Agreement, any Resignation Letter, any Selection Notice, any Transaction Security Document, any Utilisation Request and any other document designated as a "Finance Document" by Obligors’ Agent and the Facility Agent;

"Finance Party" means the Facility Agent, an Arranger, the Security Agent, a Lender, the Issuing Bank and any Ancillary Lender;

"Financial Indebtedness" means (without double counting) any indebtedness in relation to or arising under or in connection with:

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and shall not include:

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The amount of Financial Indebtedness of any person at any date shall be the outstanding balance at such date of all unconditional obligations (i.e., shall not take in account the fair value increases of such Financial Indebtedness).  

"Financial Quarter" has the meaning given to that term in clause 26.1 (Financial Definitions);

"Financial Year" has the meaning given to that term in clause 26.1 (Financial Definitions);

"First Lien Finance Document" has the meaning given to it in the Intercreditor Agreement;

"First Lien Liabilities" has the meaning given to the term "First Lien Liabilities" in the Intercreditor Agreement;

“Fixed Amounts” has the meaning given to that term in clause 1.4 (Certain Calculations);

"Fitch” means Fitch, Inc.

"Floor" means the benchmark rate floor, if any, provided in this agreement (as of the 2022 Effective Date, the modification, amendment or renewal of this agreement or otherwise) with respect to the Term SOFR Rate, EURIBOR, the Daily Simple SOFR or the Central Bank Rate as applicable. For the avoidance of doubt the Floor for (x) each of Term SOFR Rate, Daily Simple SOFR, EURIBOR or the Central Bank Rate for the Facility RCF and Term Facility A shall be 0% and (y) each of Term SOFR Rate, Daily Simple SOFR or the Central Bank Rate for the Term Facility B shall be 0.50%.

"FOA" means Formula One Administration Limited, a company incorporated under the laws of England and Wales with registered number 3737094;

"FOAM" means Formula One Asset Management Limited, a company incorporated in England and Wales with registered number 4169896;

"FOL" means Formula One Licensing B.V., a company incorporated under the laws of the Netherlands with registered number 24198235;

"FOM" means Formula One Management Limited, a company incorporated under the laws of England and Wales with registered number 4169896;

"FOWC" means Formula One World Championship Limited, a company incorporated under the laws of England and Wales with registered number 4174493;

"Further Lender" means an entity specified as an Incremental Facility Lender in an Incremental Facility Commitment Letter which is not already a Lender;

“Global Anti Base Erosion Rules” means the laws of a jurisdiction which have been implemented in accordance with the Global Anti Base Erosion Model Rules (Pillar Two) published by the OECD in their Report “Tax Challenges Arising from the Digitalisation of the Economy - Global Anti-Base Erosion Model Rules (Pillar Two)” on 20 December 2021;

“Group” means the Parent and each of its Subsidiaries for the time being, excluding any Unrestricted Subsidiary;

"Group Company" means a member of the Group;

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“Group Relief” means losses or other amounts eligible for surrender under Part 5 or Part 5A of the UK's Corporation Tax Act 2010.

"Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 30 (Changes to the Obligors);

“Hedging Agreement” has the meaning given to it in the Intercreditor Agreement;

"Hedge Counterparty" has the meaning given to it in the Intercreditor Agreement;

"IFRS" means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements;

"Incremental Facility" means an Incremental Term Facility and/or Incremental Revolving Facility (as the context requires);

"Incremental Facility Commitment" means:

in each case, to the extent not cancelled, reduced or transferred by it under this agreement (or redesignated as a Term Facility A Commitment or Term Facility B Commitment pursuant to the 2022 Amendment Agreement, the 2023 Term Facility B Refinancing Documents or the 2024 Amendment Request);

"Incremental Facility Commitment Fee Letter" means each fee letter in respect of an Incremental Facility Commitment entered into between a Borrower and the relevant Incremental Facility Lender setting out fees referred to in clause 17.7 (Incremental Facility Commitment Fees);

"Incremental Facility Commitment Letter" means the notice delivered to the Facility Agent pursuant to clause 2.2(k) (Incremental Facilities) of this agreement a template of which is set out in schedule 11 (Incremental Facility Commitment Letter);

"Incremental Facility Currency" means a currency which is readily available in the amount anticipated to be required and freely convertible into the Base Currency in the Relevant Interbank Market at the time of the delivery of the relevant Incremental Facility Commitment Letter and as approved by each of the relevant Incremental Facility Lenders and the Facility Agent in the relevant Incremental Facility Commitment Letter;

"Incremental Facility Documents" means any Incremental Facility Commitment Fee Letter, any Incremental Facility Commitment Letter and any document related to an Incremental Facility designated as an "Incremental Facility Document" by the relevant Incremental Facility Lender(s) (or the Facility Agent on their behalf) and Obligors’ Agent;

"Incremental Facility Lender" means:

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which in each case has not ceased to be a Party in accordance with the terms of this agreement;

"Incremental Facility Loan" means a loan made or to be made under an Incremental Facility or the principal amount outstanding for the time being of that loan;

"Incremental Facility Repayment Date" means each date specified as a repayment date in respect of an Incremental Facility Commitment in the relevant Incremental Facility Commitment Letter;

“Incremental First Lien Ratio Builder” has the meaning given to it in clause 2.2 (Incremental Facilities);

“Incremental Fixed Amount” has the meaning given to it in clause 2.2 (Incremental Facilities);

"Incremental RCF Commitments" has the meaning given to it in clause 2.2 (Incremental Facilities);

"Incremental Revolving Facility" has the meaning given to it in clause 2.2 (Incremental Facilities);

"Incremental Revolving Facility Loan" means a loan made or to be made under an Incremental Revolving Facility or the principal amount outstanding for the time being of that loan;

"Incremental Term Facility" has the meaning given to it in clause 2.2 (Incremental Facilities);

"Incremental Term Facility Commitments" has the meaning given to it in clause 2.2 (Incremental Facilities);

“Incremental Term Facility B Maturity Exclusion” has the meaning given to it in clause 2.2 (Incremental Facilities);

"Incremental Term Facility Loan" means a loan made or to be made under an Incremental Term Facility or the principal amount outstanding for the time being of that loan;

“Incurrence-Based Amounts” has the meaning given to that term in clause 1.4 (Certain Calculations).

“Independent Assets or Operations” means, with respect to the Parent Reporter, that such Parent Reporter’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in or loans to the Parent and its Subsidiaries), determined in accordance with Accounting Principles and as shown on the most recent balance sheet of the Parent Reporter, is more than 5.0% of the Parent Reporter’s corresponding consolidated amount.

"Insolvency Event" in relation to a Finance Party means that the Finance Party:

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"Insolvent Liquidation" means in respect of a particular legal entity:

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"Intellectual Property" means:

"Intercreditor Agreement" means the intercreditor agreement dated on 24 November 2006 (as amended) and made between (among others) the Parent, the financial institutions defined therein as first lien lenders and NatWest Markets plc as senior security agent as most recently amended pursuant to an amendment agreement on or about the 2022 Effective Date;

“Interest Payment Date” means  (i) in the case of a Term Benchmark Loan, the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the day falling at three Monthly intervals after the first day of the Interest Period), (ii) in the case of any RFR Loan, each date that is on the numerically corresponding day in each Month that is one Month after the date of utilisation of such Loan and on the applicable Termination Date and (iii) in the case of an ABR Loan, the last day of each March, June, September and December and the Termination Date;

"Interest Period" means, in relation to a Term Benchmark Loan, each period determined in accordance with clause 15 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 14.3 (Default Interest);

"Interpolated Screen Rate" means, in relation to EURIBOR for any Loan, the rate rounded to the same number of decimal places as the two relevant Screen Rates which results from interpolating on a linear basis between:

each as of the Specified Time on the Quotation Day for the currency of that Loan.

"Investor Debt" means Financial Indebtedness owing by a Group Company to any Investor and/or any other person who is a shareholder (directly or indirectly) in Parent but excludes, for the avoidance of doubt, indebtedness under any First Lien Finance Document, Second Lien Finance Document, Additional Unsecured Debt or any other Permitted Financial Indebtedness (other than clause (b) of the definition of Permitted Financial Indebtedness);

"Investors" mean the LMC Investors and any of their subsequent successors or assigns or transferees;

"IR Code" has the meaning given to that term in the definition of FATCA;

“ISDA CDS Definitions” has the meaning given to that term in clause 44 (Net Short Lenders).

"Issuing Bank" means each Lender identified above as issuing bank and any other Lender which has agreed to the Obligors’ Agent request to be an Issuing Bank pursuant to the

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terms of this agreement and has notified the Facility Agent of such agreement (and if more than one Lender has so agreed, such Lenders shall be referred to whether acting individually or together as the "Issuing Bank") provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this agreement, the "Issuing Bank" shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit;

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity and provided that a Majority Owned Group Company or company in which a Group Company has a Permitted Licensing Minority Investment shall not be a Joint Venture for the purposes of this agreement unless otherwise designated as a “Joint Venture” in writing by the Obligors’ Agent to the Facility Agent;

“Joint Venture Investment” has the meaning given to that term in the definition of Permitted Joint Venture;

"L/C Proportion" means in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender's Available Commitment to the relevant Available Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this agreement to or by that Lender;

"Legal Reservations" means:

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"Lender" means:

which in each case has not ceased to be a Party in accordance with the terms of this agreement;

"Letter of Credit" means:

“Limited Condition Transaction” means (a) any acquisition (including by means of a merger, amalgamation or consolidation) or investment by any Obligor which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which any fee or expense would be payable by any Obligor to the seller or target in the event financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement, (b) any Restricted Payment the irrevocable declaration of which occurs in advance of such payment and (c) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment;

"Listing" means the admission of or the grant of permission to deal in any part of equity securities of any Group Company (or Parent Undertaking of any Group Company other than Liberty Media Corporation) on any regulated stock exchange or any other sales or issue by way of flotation or public offering of any Group Company (or Parent Undertaking of any Group Company other than Liberty Media Corporation);

"LMC Investor" means any of Liberty Media Corporation and any of its Subsidiaries (other than the Parent and its respective Subsidiaries) and any other person who is a shareholder (directly or indirectly) in the Parent and any of their Subsidiaries (other than the Parent and its respective Subsidiaries and other than any shareholder of Liberty Media Corporation);

"Loan" means a Term Loan or a Revolving Facility Loan;

"Luxembourg Obligor" means an Obligor incorporated in Luxembourg;

"Majority Lenders" means:

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in each case subject to clause 40 (Amendments and waivers);

“Majority Owned Group Company” a Group Company which is majority owned but not wholly owned by another Group Company or Group Companies;

"Majority RCF Lenders" means a Lender or Lenders whose Revolving Facility Commitments aggregate more than 50 per cent of the Total Revolving Facility Commitments (or, if the Total Revolving Facility Commitments have been reduced to zero, whose Revolving Facility Commitments aggregated more than 50 per cent of the Total Revolving Facility Commitments immediately prior to that reduction) provided that for the avoidance of doubt, any Revolving Facility Commitments established pursuant to clause 2.2 (Incremental Facilities) shall be included as Revolving Facility Commitments for the purposes of this definition;

"Majority TLA/RCF Lenders" means (subject to clause 40 (Amendments and waivers))  a Lender or Lenders whose aggregate Revolving Facility Commitments and Term Facility A Commitments aggregate more than 50 per cent of the aggregate of the Total Revolving Facility Commitments and the Total Facility A Commitments (or, if the Total Revolving Facility Commitments and the Total Facility A Commitments have been reduced to zero, whose aggregate Revolving Facility Commitments and Term Facility A Commitments aggregated more than 50 per cent of the aggregate of the Total Revolving Facility Commitments and the Total Facility A Commitments immediately prior to that reduction)provided that for the avoidance of doubt, any Revolving Facility Commitments established pursuant to clause 2.2 (Incremental Facilities) shall be included as Revolving Facility Commitments for the purposes of this definition;

"Margin" means:

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"Material Adverse Effect" means any event or circumstance which (taking account of all relevant circumstances) is materially adverse to:

"Material Company" means, at any time:

A report by the Auditors of the Parent that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties;

“Material Assets” means material Intellectual Property related to the Business;

"Material Contracts" means the Umbrella Agreement and the Concorde Agreement;

“Minority Shareholder” means any shareholder (other than a Group Company) of a Majority Owned Group Company and any of their Affiliates (other than a Group Company);

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

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The above exceptions will only apply to the last Month of any period; "Monthly" shall be construed accordingly;

"Moody's" means Moody's Investors Service Limited or any successor to its rating business;

"Net First Lien Secured Leverage" has the meaning given to it in clause 26.1 (Financial Definitions);

“Net Short Lender” has the meaning given to that term in clause 44 (Net Short Lenders).

“Net Short Representation” has the meaning given to that term in clause 44 (Net Short Lenders).

"Net Total Leverage" means the ratio of (i) Consolidated Total Net Debt as at the relevant Testing Date to (ii) Consolidated EBITDA for the most recently ended Testing Period on or prior to such Testing Date;

"Net Total Secured Leverage" has the meaning given to that term in clause 26.1 (Financial Definitions);

"New Shareholder Injections" has the meaning given to that term in clause 26.1 (Financial Definitions);

"Non-Acceptable L/C Lender" means a Lender under a Revolving Facility which:

"Non-Obligor" means a Group Company which is not an Obligor;

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. (New York City time) on such day received by the Facility Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

"Obligor" means a Borrower or a Guarantor (and, for the avoidance of doubt, does not include a shareholder in the Parent notwithstanding whether it grants Security to the Security Agent);

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"Obligors' Agent" means initially Formula One Management Limited and, upon written notice to the Facility Agent, such other member of the Group that assumes in writing in form and substance reasonably satisfactory to the Facility Agent the role of Obligors’ Agent hereunder, in each case, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to clause 2.5 (Obligors' Agent);

"OFAC" means the Office of Foreign Assets Control of the US Department of the Treasury;

“Operating Expense Receivable” means any loan or other receivable outstanding from a direct or indirect shareholder of the Parent as a result of a payment permitted under paragraph (b) of the definition of “Permitted Payment”;

"Optional Currency" means a currency (other than the Base Currency) which complies with the conditions set out in clause 4.3 (Conditions Relating to Optional Currencies);

"Original Lender" means a 2024 Effective Date Original Lender;

"Original Obligor" means an Original Borrower or an Original Guarantor;

"Original RCF Lender" means each bank, financial institution or other entity listed in Part 3 of schedule 1 as an RCF Lender;

"Original Term Facility A Lender" means each bank, financial institution or other entity listed in Part 4 of schedule 1 as an Term Facility A Lender;

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Parent Reporter” means any person that is a direct or indirect parent entity (which may be organized as, among other things, a partnership) of Parent.

"Parent Reporter Option" has the meaning given to it in clause 25.1 (Financial Statements);

"Parent Share Charge" means the specific security agreement dated on or about the 2022 Effective Date between Liberty GR Acquisition Company Limited and the Security Agent in relation to shares in the Parent;

"Parent Undertaking" has the meaning given to that term in section 1162 of the Companies Act 2006;

"Participating Member State" means any member state of the European Community that has the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union;

"Party" means a party to this agreement;

"Perfection Requirements" means any and all registrations, filings, notices and other actions and steps required to be made in any jurisdiction in order to perfect security created by the Transaction Security Documents or in order to achieve the relevant priority for such Security;

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"Permitted Acquisition" means the following acquisitions or investments (other than investments in which a person becomes a creditor in respect of any Financial Indebtedness, which are separately permitted to the extent included under “Permitted Loans”):

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provided that no investment in an Unrestricted Subsidiary shall be made with  Material Assets. It is understood and agreed that the outstanding amount of any Permitted Acquisition under this agreement shall be reduced by any returns on such Permitted Acquisition received by any Group Company without duplication of any returns on Permitted Acquisitions that increase the Available Amount Basket.

"Permitted Debt Change" means any matter referred to in clause 2.2(s) (Incremental Facilities) or 2.3(d) (Additional Debt);

"Permitted Disposal" means any Permitted Intercompany Debt Disposal, any Permitted Group Company Disposal and any sale, lease, licence, transfer or other disposal:

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provided that notwithstanding the foregoing, in no event shall a Group Company dispose of, contribute or otherwise transfer to an Unrestricted Subsidiary any Material Asset.

"Permitted Distribution" means:

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"Permitted Financial Indebtedness" means:

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“Permitted Group Company Disposal” means the disposal or winding up or dissolution and entry into liquidation of any Group Company (other than as a result of any Group Company being placed into insolvent liquidation, bankruptcy, suspension of payments or similar insolvency proceeding and other than the Parent) provided that (i) the requirements of paragraph (b) of the definition of “Permitted Transaction” are met (where applicable), (ii) at the time of such Permitted Group Company Disposal the relevant  Group Company is not a shareholder of any other Group Company, (iii) the relevant Group Company is or has become a Dormant Subsidiary and (iv) the Permitted Group Company Disposal shall not materially adversely affect the value of the security of the Lenders under the Finance Documents in any respect;

“Permitted Group Company Release” means a release of the Transaction Security created or expressed to be created over the shares in a Group Company in connection with a transfer of such shares to another Group Company that is permitted under this agreement provided that contemporaneously with such release such shares will become subject to Transaction Security under a Transaction Security Document consistent with the Agreed Security Principles to which the acquiring Group Company is party;

“Permitted Guarantee” means:

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“Permitted Intercompany Debt Disposal” means:

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“Permitted Intercompany Debt Transferee” means any Obligor;

“Permitted Investor Release” means a release of the Security created or expressed to be created by an Investor over Investor Debt provided that the Parent or Obligors’ Agent confirms to the Security Agent that there is no Investor Debt outstanding to such Investor from any Group Company at such time;

“Permitted Joint Venture” means (x) any Joint Ventures existing on the 2022 Effective Date and set forth on Schedule 14 part 5 and (y) any Joint Venture where:

does not exceed the greater of (A) $100,000,000 (or its equivalent in other currencies) and (B) 20% of the then most recently reported Consolidated EBITDA, in each case, plus any amount funded from the Available Amount Basket;

“Permitted Jurisdiction” means any member country of The Organisation for Economic Co-operation and Development (OECD) (or any successor thereto), as such list of member counties may be updated from time to time, and any other country as may be reasonably approved by the Facility Agent.

“Permitted Licencing Minority Investment” means a shareholding in a company or corporation (or analogous equity interest in another entity) of less than 50% of the total shares of that company or corporation (or analogous equity interest in another entity) that has been acquired by a Group Company in connection with a licensing transaction in the ordinary course of business;

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“Permitted Loan” means:

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It is understood and agreed that the outstanding amount of any Permitted Loan made pursuant to this agreement shall be reduced by any repayments or reductions of such Permitted Loans.

"Permitted Local Law Release" means a release of the English law governed Transaction Security created or expressed to be created over the shares in a Group Company that is not incorporated in England and Wales provided that contemporaneously with such release such shares will become subject to Transaction Security under a Transaction Security Document consistent with the Agreed Security Principles and governed by the law of the jurisdiction of incorporation of the relevant Group Company or another jurisdiction acceptable to the Security Agent acting reasonably;

"Permitted Parent Share Release" means a release of the Transaction Security created or expressed to be created over the shares in the Parent in connection with a transfer of such shares that is permitted under this agreement provided that contemporaneously with such release such shares will become subject to Transaction Security under a Transaction Security Document to which the acquiring shareholder is party consistent with the Agreed Security Principles and on substantially the same terms as the Parent Share Charge;

"Permitted Payment" means:

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"Permitted Refinancing Indebtedness" has the meaning given to it in clause 2.3 (Additional Debt).

"Permitted Security" means:

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"Permitted Share Issue" means an issue of:

"Permitted Tax Residency Change" means any change in the tax residency of a Group Company that is not a Borrower to the United Kingdom;

"Permitted Transaction" means:

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in each case to FOAM or any of its Subsidiaries provided that the Group retains a licence or other right to use and exploit such Intellectual Property and related rights in connection with and for the purpose of the Business at least up to and including the latest Termination Date under this agreement;

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provided that any such transaction shall not result in the transfer or assignment to an Unrestricted Subsidiary of any Material Asset.

"Permitted Transaction Release" means a Permitted Local Law Release, a Permitted Parent Share Release, a Permitted Investor Release and a Permitted Group Company Release;

"Prepayment Amount" has the meaning given to it in clause 12.2 (Disposal and Insurance Proceeds and Excess Cashflow);

"Prepayment Date" has the meaning given to it in clause 12.3 (Application of Mandatory Prepayments);

“Pricing Grid” means:

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For the purposes of the Pricing Grid, changes in the Margin for Term Facility A Loans and RCF Loans and Commitment Fee Rate resulting from changes in the Net First Lien Secured Leverage shall become effective on the date (the “Adjustment Date”) on which the Compliance Certificate is delivered to the Facility Agent pursuant to clause 25.2 (Provision and Contents of Compliance Certificate) and shall remain in effect until the next change to be effected pursuant to this paragraph. Notwithstanding the foregoing, if any Compliance Certificates referred to above are not delivered within the time periods specified in clause  25.2 (Provision and Contents of Compliance Certificate), then, until the date on which such Compliance Certificate is delivered, the highest rate set forth in each column of the Pricing Grid shall apply.  In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Pricing Grid shall apply.  Each determination of the Net First Lien Secured Leverage pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to clause 26.1 (Financial Definitions).

“Prime Rate” means the per annum rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Facility Agent) or any similar release by the Federal Reserve Board (as determined by

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the Facility Agent).  Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

"Pro Rata Extension Offers" has the meaning given to it in clause 2.6 (Extension Offers);

“Public Lender” has the meaning given to that term in clause 29.7 (Disclosure of Information).

“Qualified Equity” means any equity interests of a Group Company other than Disqualified Equity.

“Qualifying IPO” means (x) the issuance and sale by the Parent or any parent entity of the Parent of its common equity interests in an underwritten primary public offering or (y) any transaction or event or series of related transactions or events whereby the equity interests of Parent or any parent entity of the Parent that are beneficially owned by Liberty Media Corporation (and any successor) are distributed, directly or indirectly (whether by redemption, dividend, share distribution, merger or otherwise) to the holders of one or more classes or series of the common stock of Liberty Media Corporation (or its successor) (such holders of one or more such classes or series, the “Holders”) that are registered under Section 12(b) or 12(g) of the Exchange Act, or such equity interests are available to be acquired by Holders (including through any rights offering, exchange offer, exercise of subscription rights or other offer made available to Holders), whether voluntary or involuntary.

"Qualifying Lender" has the meaning given to that term in clause 18 (Tax Gross-Up and Indemnities);

"Quarter Date" means the last day of a Financial Quarter;

"Quarterly Information Pack" has the meaning given to it in clause 25.1 (Financial Statements);

"Quasi-Security" has the meaning given to that term in clause 27.10 (Negative Pledge);

"Quotation Day" means, in relation to any period or day for which an interest rate is to be determined:

"RCF Commitment" means:

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to the extent not cancelled, reduced or transferred by it under this agreement;

"RCF Lender" means each Lender with an RCF Commitment;

"RCF Loan" means a loan made or to be made under Facility RCF or the principal amount outstanding for the time being of that loan;

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property;

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is EURIBOR, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if the RFR for such Benchmark is Daily Simple SOFR, then four U.S. Government Securities Business Days prior to such setting or (4) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFR or EURIBOR, the time determined by the Facility Agent in its reasonable discretion with the Obligors’ Agent.

"Refinanced Indebtedness" has the meaning given to it in clause 2.3(b) (Additional Debt);

“Refinancing Maturity Date” has the meaning given to it in clause 2.3(b) (Additional Debt);

“Refinancing Maturity Exclusion” has the meaning given to it in clause 2.3(b) (Additional Debt);

“Register” has the meaning given to that term in clause 29.2 (Conditions of Assignment or Transfer).

“Regulated Bank” means a bank that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

"Related Fund" in relation to a fund (the "First Fund"), means a fund which is managed or advised by the same investment manager or adviser as the First Fund or, if it is managed by a different investment manager or adviser, a fund whose investment manager or adviser is an Affiliate of the investment manager or adviser of the First Fund;

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of a Loan denominated in Dollars, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of a Loan denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, and (iii) with respect to a Benchmark Replacement in respect of a Loan denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such

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Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

"Relevant Interbank Market" means in relation to euro, the European interbank market, in relation to Dollars, the New York interbank market and, in relation to any other currency, such other relevant interbank market for such currency;

"Relevant Jurisdiction" means, in relation to an Obligor:

"Renewal Request" means a written notice delivered to the Facility Agent in accordance with clause 6.6 (Renewal of a Letter of Credit);

"Repayment Instalment" means an instalment for repayment referred to in clause 10.1 (Repayment of Term Loans);

"Repeating Representations" means each of the representations set out in clause 24.2 (Status) to clause 24.7 (Governing Law and Enforcement), clause 24.11 (No Default), clause 24.13 (Financial Statements) and clause 24.24 (Anti-Terrorism);

"Residual Entity" means an entity covered by the article 4.2 of the European Savings Directive 2003/48/EC, i.e. (i) that is not a legal person (except certain Swedish and Finnish entities which have legal personality but are nevertheless treated as not being separate legal persons); (ii) whose profits are not taxed under the general arrangements for business taxation; and (iii) which is not (or has not opted to be) a UCITS recognized in accordance with European Directive 85/611/EEC;

"Resignation Letter" means a letter substantially in the form set out in schedule 6 (Form of Resignation Letter);

"Restricted Party" means any person listed:

“Restricted Payments” has the meaning given to that term in clause 27.15 (Dividends and Share Redemption).

"Restricted SLEC Company" has the meaning given to it in clause 27.30(e) (Termination Event Protection);

"Revolving Facility" means Facility RCF and/or any Incremental Revolving Facility;

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"Revolving Facility Commitment" means a RCF Commitment or an Incremental RCF Commitment;

"Revolving Facility Loan" means a RCF Loan and/or Incremental Revolving Facility Loan or the principal amount outstanding for the time being of that Loan;

"Revolving Facility Utilisation" means a Revolving Facility Loan or a Letter of Credit;

“RFR Loan” means a Loan that bears interest at a rate based on the Daily Simple SOFR.

"Rollover Loan" means one or more Revolving Facility Loans under the same Revolving Facility:

"Sanctioned Person" means any person:

"Sanctioned Territory" means any country, state or territory:

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"Screen Rate" means:

(a) in relation to a Term Benchmark Loan denominated in Dollars, the Term SOFR Reference Rate; and

(b) in relation to a Term Benchmark Loan denominated in euros, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as published at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period.  

If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Obligors’ Agent;

"Second Lien Finance Document" has the meaning given to it in the Intercreditor Agreement;

"Second Lien Liabilities" has the meaning given to it in the Intercreditor Agreement;

"Secured Parties" means each Finance Party from time to time party to this agreement and any Receiver or Delegate;

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

"Selection Notice" means a notice substantially in the form set out in part 2 of schedule 3 (Requests) given in accordance with clause 15 (Interest Periods) in relation to a Term Facility;

"Senior Distress Event" means a Distress Event (as defined in the Intercreditor Agreement) which arises as a result of action taken by one or more of the Finance Parties;

"Sixth Restatement Agreement" means the deed dated on or about 8 August 2014 pursuant to which (among other things) this agreement was amended and restated;

"Sixth Restatement Date" has the meaning given to it in the Sixth Restatement Agreement;

"Sixth Restatement English Law Debenture" means the English law governed debenture dated on or about the Sixth Restatement Date and delivered as a condition precedent to the Sixth Restatement Agreement;

"Sixth Restatement English Law Share Charge" means the English law governed share charge dated on or about the Sixth Restatement Date and delivered as a condition precedent to the Sixth Restatement Agreement;

"SLEC" means SLEC Holdings Limited, a company incorporated in Jersey with registered number 68316;

"SLEC Group" means SLEC and its Subsidiaries for the time being;

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"SLEC Share Charge" means the specific security agreement dated on or about the 2022 Effective Date between Alpha Prema UK Limited and the Security Agent in relation to shares in SLEC Holdings Limited;

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning given to it in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning given to it in the definition of “Daily Simple SOFR”.

"Specified Time" means a time determined in accordance with schedule 9 (Timetables);

"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006 and a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006;

“Successor Parent” has the meaning given to that term in the definition of Permitted Transaction.

"Super Majority Lenders" means (subject to clause 40 (Amendments and waivers)) a Lender or Lenders whose Commitments are in aggregate equal to or more than 85 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated equal to or more than 85 per cent of the Total Commitments immediately prior to that reduction);

"Swiss Withholding Tax" means the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), as amended from time to time together with the related ordinances, regulations and guidelines;

"S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. or any successor to its rating business;

"TARGET" means Trans-European Automated Real-time Gross Settlement Express Transfer payment system;

"TARGET Day" means any day on which TARGET is open for the settlement of payments in euro;

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

"Term" means each period determined under this agreement for which the Issuing Bank is under a liability under a Letter of Credit;

“Term Benchmark” when used in reference to any Loan, refers to whether such Loan is bearing interest at a rate determined by reference to the Term SOFR Rate (other than pursuant to clause (c) of the definition of Alternate Base Rate) or EURIBOR.

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"Term Facility" means Term Facility A, Term Facility B and each Incremental Term Facility;

"Term Facility A" means the Incremental Term Facility redesignated as such on the 2022 Effective Date pursuant to the 2022 Amendment Agreement;

"Term Facility A Commitment" means:

in each case, to the extent not cancelled, reduced or transferred by it under this agreement;

"Term Facility A Loan" means a loan made or to be made under Term Facility A or the principal amount outstanding for the time being of that loan and includes each loan redesignated as such on the 2022 Effective Date pursuant to the 2022 Amendment Agreement;

"Term Facility B" means the Base Currency term loan facility redesignated as such on the 2022 Effective Date pursuant to 2022 Amendment Agreement and as amended on the 2023 Effective Date pursuant to the 2023 Term Facility B Refinancing Documents and as amended on the 2024 Effective Date pursuant to the 2024 Incremental Facility Commitment Letter and the 2024 Amendment Agreement;

"Term Facility B Commitment" means:

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in each case, to the extent not cancelled, reduced or transferred by it under this agreement;

"Term Facility B Loan" means a loan made or to be made under Term Facility B or the principal amount outstanding for the time being of that loan and includes each loan made pursuant to the 2024 Incremental Facility Commitment Letter;

"Term Loan" means a Term Facility A Loan, a Term Facility B Loan or any Incremental Facility Term Loan;

“Term SOFR Determination Day” has the meaning given to it in the definition of Term SOFR Reference Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark Loan denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that if the Term SOFR Rate as so determined would be less than the applicable Floor, such rate shall be deemed to be equal to the applicable Floor for the purposes of this agreement.

“Term SOFR Reference Rate”  means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Loan denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Facility Agent as the forward-looking term rate based on SOFR.  If by 5:00 pm (New York City time) on  such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Day.

"Termination Date" means:

"Testing Date" has the meaning given to that term in clause 26.1 (Financial Definitions);

"Testing Period" has the meaning given to that term in clause 26.1 (Financial Definitions);

"Total Commitments" means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments, the Total RCF Commitments and the Total Incremental Facility Commitments;

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"Total Facility A Commitments" means the aggregate of the Term Facility A Commitments;

"Total Facility B Commitments" means the aggregate of the Term Facility B Commitments;

"Total Incremental Facility Commitments" means the aggregate of the Incremental Facility Commitments, being zero as at the 2022 Effective Date;

"Total Incremental RCF Commitments" means the aggregate of the Incremental RCF Commitments;

"Total RCF Commitments" means the aggregate of the RCF Commitments, being $500,000,000 as at the 2022 Effective Date;

"Total Revolving Facility Commitments" means the Total RCF Commitments and the aggregate of the Total Incremental RCF Commitments in respect of each Incremental Revolving Facility constituted pursuant to clause 2.2 (Incremental Facilities);

"Transaction Documents" means the First Lien Finance Documents, Second Lien Finance Documents and the Equity Documents;

"Transaction Security" means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents;

"Transaction Security Documents" means (in each case, subject to the proviso to this term as defined, and set out, in the Intercreditor Agreement):

"Transfer Certificate" means a certificate substantially in the form set out in schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and Obligors’ Agent;

"Transfer Date" means, in relation to a transfer, the later of:

“Transferee Parent” has the meaning given to that term in the definition of LMC.

“Transferee Person” has the meaning given to that term in the definition of LMC.

“Transformative Acquisition” shall mean any acquisition by the Group that is either (a) not permitted by the terms of the Finance Documents immediately prior to the consummation of such acquisition or (b) if permitted by the terms of the Finance Documents immediately prior to the consummation of such acquisition, would not provide the Group

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with adequate flexibility under the Finance Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Obligors’ Agent acting in good faith.

"Treasury Transactions" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price;

“Type”, when used in reference to any Loan or Utilisation, refers to whether the rate of interest on such Loan, or on the Loans comprising such Utilisation, is determined by reference to the Term SOFR Rate, the EURIBOR, the Daily Simple SOFR or the Alternate Base Rate.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"UKEF Facility" means any term loan facility provided in connection with an Export Development Guarantee provided by His Britannic Majesty's Secretary of State acting through the Export Credits Guarantee Department (operating as UK Export Finance) (or any successor scheme provided by any successor entity) and including both the relevant facility benefitting from such guarantee and the relevant facility provided in conjunction therewith that does not benefit from such guarantee.

"Umbrella Agreement" means the agreement dated 24 April 2001 between FIA and SLEC pursuant to which, among other things, the parties agreed to enter into the other 100 Year Agreements;

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

"Undertaking" has the meaning given to it in section 1161 of the Companies Act 2006 and shall include limited partnerships;

"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents;

“Unrestricted Subsidiary” means (a) any Subsidiary of the Parent that is designated as an Unrestricted Subsidiary by the Obligors’ Agent after the 2022 Effective Date in a written notice to the Facility Agent and (b) any Subsidiary of any Subsidiary described in clause (a) above, provided, that, in each case, (i) all investments (other than guarantees) and loans in such Unrestricted Subsidiary at the time of designation are permitted in accordance with the relevant requirements of clause 27.6 (Acquisitions and Investments) and clause 27.13 (Permitted Loans) (it being understood that the aggregate fair market value of all outstanding investments and loans then owned and made by the  Group in the Subsidiary so designated shall be deemed to be an investment or loan made as of the time of such designation), (ii) such Subsidiary does not own any Material Asset,  (iii) at the time of such designation, no Event of Default shall have occurred and be continuing or would result therefrom and (iv) at the time of such designation, such Subsidiary shall not  own any Equity Interests of, or own or hold any lien on any property of, the Group. It is understood that Unrestricted Subsidiaries shall be disregarded for the purposes of any calculation pursuant to this agreement relating to financial matters with respect to the Group and will not be subject to any of the restrictions, representation and warranties, affirmative or negative covenants or Event of Default provisions of this agreement or the Finance Documents.

If Obligors’ Agent has designated a Subsidiary as an Unrestricted Subsidiary, Obligors’ Agent may revoke such designation pursuant to a written notice to the Facility Agent so long as,

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after giving pro forma effect to such revocation (x) no Event of Default shall be in existence and (y) all Security and Financial Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this agreement.  Any revocation described in the preceding sentences is referred to herein as a “Revocation”.  Upon any Revocation, such Unrestricted Subsidiary shall constitute a member of the Group for all purposes of this agreement and shall comply with Clause 30 (Changes to the Obligors) if such Subsidiary is a Material Company following such Revocation.   In addition, the designation of any Unrestricted Subsidiary as a member of the Group after the 2022 Effective Date shall constitute a return on any investment or loan made by the applicable Group Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Group Companies’ investment or loan in such subsidiary.

"US" means the United States of America;

"US Tax Obligor" means:

"Utilisation" means a Loan or a Letter of Credit;

"Utilisation Date" means the date on which a Utilisation is made;

"Utilisation Request" means a notice substantially in the relevant form set out in part 1 of schedule 3 (Requests); and

"VAT" means value added tax as provided for in the Value Added Tax Act 1994, or any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and any other tax of a similar nature.  

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For the purposes of this definition, “NatWest Group” means NatWest Group plc and its subsidiaries and subsidiary undertakings.

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and the amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover, reduction or cancellation.

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or similar officer pursuant to any insolvency or similar proceedings;

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in each case, at the option of Obligors’ Agent (such election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements with respect to such Limited Condition Transaction are entered into or the date of delivery of the relevant notices, if any (the “LCA Test Date”), and if, on or after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Financial Indebtedness or Security and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four Financial Quarters for which financial statements have been delivered pursuant to clause 25.1 (Financial Statements) ending prior to the LCA Test Date, the applicable Group Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

For the avoidance of doubt, if the Obligors’ Agent has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in exchange rates or in Consolidated EBITDA or the person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations; provided, however, if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized.

If Obligors’ Agent has made an LCA Election for any Limited Condition Transaction, then, in connection with any subsequent calculation of the ratios or baskets on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall

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be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Financial Indebtedness or Security  and the use of proceeds thereof) have been consummated; provided that if such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any action taken where compliance of such ratios or baskets was determined or tested assuming such Limited Condition Transaction and other transaction in connection therewith have been consummated will not be deemed to have been exceeded as a result of failure to consummate such Limited Condition Transaction and other transactions in connection therewith.

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Notwithstanding anything to the contrary contained in this agreement or in any other Finance Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then existing Loans with Incremental Term Facility Loans, Incremental RCF Commitments, Refinancing Term Loans, Replacement Revolving Loans, Extended Term Loans, Extended Revolving Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Finance Document that such payment be made “in Dollars”, “in immediately available funds”, “in cash” or any other similar requirement.

The interest rate on a Loan denominated in Dollars, euros or any other Optional Currency may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform.  Upon the occurrence of a Benchmark Transition Event, Clauses 15 (Interest Periods) and 16 (Changes to the Calculation of Interest) provide a mechanism for determining an alternative rate of interest.  The Facility Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability.  The Facility Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Group.  The Facility Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this agreement, and shall have no liability to the Group, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive,

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incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.  Notwithstanding the provisions of the definition of Benchmark Replacement Conforming Changes herein, and Section 16.3 (Benchmark Replacement) hereunder, the Facility Agent shall be entitled to (but is not obliged to) request instructions from the Majority Lenders (or if this agreement or any other Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should make or refrain from making a Benchmark Replacement Conforming Change and the Facility Agent may refrain from acting (but shall not be obliged to refrain from acting) unless and until it received any such instructions that it has requested.

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For the avoidance of doubt, no such action of an Obligor described in this paragraph (s) shall be a condition precedent to the establishment of the relevant Incremental Facility Commitments (unless requested by Obligors’ Agent or otherwise agreed between Obligors’ Agent and either the Majority Lenders or the lenders in respect of the relevant Incremental Facility Commitments) but may be a condition subsequent to be delivered within a time after such establishment reasonably specified by the Security Agent (with respect to any documents or actions required pursuant to this paragraph (s) relating to the Transaction Security), or the Facility Agent (with respect to any other documents or actions required pursuant to this paragraph (s), and agreed by Obligors’ Agent (acting reasonably).