Augean : Structuring Fee Letter

Execution Version

From:	National Westminster Bank Plc
	HSBC UK Bank Plc
	(each an "Arranger" and together, the "Arrangers")
	HSBC Bank Plc (the "Agent")
To:	Antwerp Management Limited (the "Company", "you" or "your")

27July 2021

PROJECT ANTWERP - STRUCTURING FEE LETTER

1. Introduction

1. We refer to a facilities agreement dated on or about the date hereof entered into between, among others, the Company, the Arrangers, the Agent and HSBC Corporate Trustee Company (UK) Limited as Security Agent (the "Facilities Agreement").
2. Words and expressions defined in the Facilities Agreement have the same meanings when used in this letter unless otherwise provided or unless the context otherwise requires.
3. This is a Fee Letter as referenced in clause 16.4 (Structuring fee) of the Facilities Agreement and a Finance Document for the purposes of the Facilities Agreement.

2. Structuring Fee

2.1 Subject to Clause 4 (No Deal No Fee) below, the Company shall pay (or procure that there is paid) to the Agent (for the account of the Arrangers) a structuring fee:

1. in respect of HSBC UK Bank Plc, 1.00 per cent. of their aggregated Facility A Commitments and Revolving Facility Commitments; and
2. in respect of National Westminster Bank Plc, 1.00 per cent. of their aggregated Facility A Commitments and Revolving Facility Commitments,

in each case as at the date of the Facilities Agreement (the "Structuring Fee").

1. The Structuring Fee is due and payable by the Company on the Closing Date.
2. The Structuring Fee shall be payable in GBP.

3. Payment of Fees

1. All payments due from the Company under this Fee Letter must be made in full without (and free and clear of any deduction for) set-off or counterclaim, in immediately available, freely transferable, cleared funds into such account as notified by the Agent to the Company for this purpose with at least five Business Days prior written notice in accordance with the terms of this Fee Letter.
2. The Company may elect to pay any Structuring Fees payable under paragraph 2 (Structuring Fee) by way of a deduction from the proceeds of the Utilisation of Facility A, in which case each Arranger (or its Lender Affiliate) is hereby authorised to deduct the amount of such fees from the proceeds of the Utilisation of Facility A.

EMEA 133222449

4. No Deal No Fee

Notwithstanding any other provision of this Fee Letter, if the Closing Date does not occur, then no fee or other payment shall be due or payable under this Fee Letter.

5. General

1. You agree that, once paid, a fee or any part thereof payable hereunder will not be refundable and will not be creditable against any other fee under any circumstances unless otherwise agreed by us in writing.
2. All payments due from the Company under this Fee Letter shall be in addition to any other fees payable by the Company in connection with the Finance Documents.
3. The relevant provisions of clause 17 (Tax Gross-upand Indemnities) of the Facilities Agreement shall apply to payments under this Fee Letter.

6. Confidentiality

Each of the parties to this Fee Letter acknowledges that the terms of this Fee Letter are confidential and no such party shall (and each party shall ensure that none of its Affiliates will), without the prior written consent of the other parties to this Fee Letter, disclose this Fee Letter or its contents to any other person except:

1. as required by law, regulation or by any applicable governmental, banking, taxation, judicial or other regulatory authority or body (including any supervisory body) or by any applicable stock exchange;
2. to its Affiliates and its and their employees, directors and officers;
3. to any Sponsor Affiliate on condition that they agree to keep this letter and its terms confidential; and
4. to its auditors and professional advisors who in each case have a need to know this information and who are bound by the duties of confidentiality as a matter of law or professional practice in relation to such information.

7. Miscellaneous

1. Save as expressly provided otherwise in this Fee Letter, a person who is not a party to this Fee Letter may not rely on it and the terms of the Contracts (Rights of Third Parties) Act 1999 are excluded.
2. This Fee Letter may only be amended or waived in writing signed by the Company and each Arranger.
3. The Company may not assign any of its rights or transfer any of its rights or obligations under this Fee Letter without the prior written consent of each Arranger.
4. This Fee Letter may be executed in any number of counterparts and all those counterparts taken together shall be deemed to constitute one and the same letter.
5. By countersigning the enclosed copy of this Fee Letter, the Company acknowledges and agrees to the terms of this Fee Letter.

EMEA 133222449

8. Jurisdiction

1. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Fee Letter (including a dispute relating to the existence, validity or termination of this Fee Letter or any non-contractual obligations arising out of or in connection with this Fee Letter) (a "Dispute").
2. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.
3. This paragraph is for the benefit of the Agent and Arrangers only. As a result, to the extent allowed by law:
4. 1. the Agent and Arrangers shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction; and
   2. the Agent and Arrangers may take concurrent proceedings in any number of jurisdictions.

9. Governing Law

This Fee Letter and your acceptance of its terms and any non-contractual obligations arising out of or in connection with them are governed by English law.

If you agree to the above, please sign where indicated below. Yours faithfully,

[intentionally left bank]

EMEA 133222449

THE AGENT

Signed for and on behalf of

HSBC BANK PLC

By	:		___________
Name	:		___________
Title	:	Authorised Signatory

[Project Antwerp - Structuring Fee Letter - Signature Page]

THE ARRANGERS

For and on behalf of

NATIONAL WESTMINSTER BANK PLC

By	:	_
Name	:
Title	:	Authorised Signatory

[Project Antwerp - Structuring Fee Letter - Signature Page]