EXTENSION AND AMENDMENT AGREEMENT. dated 24 August HEMISPHERE INTERNATIONAL PROPERTIES B.V. as the Company THE EXISTING SHAREHOLDERS.

Transcription

1 EXTENSION AND AMENDMENT AGREEMENT dated 24 August 2018 HEMISPHERE INTERNATIONAL PROPERTIES B.V. as the Company THE EXISTING SHAREHOLDERS and THE UNDERSIGNED PARTICIPATING LENDERS relating to a Lock-Up Agreement dated 26 July v1

2 THIS AGREEMENT is dated 24 August 2018 and made between: (1) HEMISPHERE INTERNATIONAL PROPERTIES B.V., a company incorporated under the laws of the Netherlands with registered number (the Company ); (2) STEINHOFF INTERNATIONAL HOLDINGS N.V., a company incorporated under the laws of the Netherlands with registered number (the Parent Guarantor ); (3) STEINHOFF FINANCE HOLDING GMBH, a company incorporated under the laws of Austria with registered number FN345159m ( SFH, together with the Parent Guarantor, the Existing Shareholders ); and (4) THE UNDERSIGNED PARTICIPATING LENDERS (the Consenting Participating Lenders ). Background (A) (B) (C) (D) (E) (F) (G) (H) The Parties entered into the Original Lock-Up Agreement to implement, among other things, the refinancing of the Existing Facility. Pursuant to the Original Lock-Up Agreement, the Parties agreed to enter into good faith negotiations to agree the Restructuring Documents and implementation steps for the Financial Restructuring by the Long-Stop Date, being a date no later than 3 August 2018 (the Initial Long-Stop Date ) or such later date as may be agreed in writing by the Company, the Existing Shareholders and the Super Majority Participating Lenders. The Parties entered into an Extension and Amendment Agreement to the Original Lockup Agreement on 3 August 2018 to, inter alia, effect an extension of the Initial Long- Stop Date and the condition in the Term Sheet that the Closing Date be no later than 3 August 2018, in each case, to 17 August 2018 (the Second Long-Stop Date ). On 17 August 2018, the Parties agreed by (through their respective counsel) to extend the Second Long-Stop Date to 20 August 2018 (the Third Long-Stop Date ). The Parties entered into a further Extension and Amendment Agreement to the Original Lock-up Agreement on 20 August 2018 to extend the Third Long-Stop Date to 24 August 2018 (the Fourth Long-Stop Date ). The Parties now wish to effect an extension of the Fourth Long-Stop Date to 31 August 2018 on the terms set out in this Agreement. The Parties also wish to effect certain other amendments to and waivers under the Original Lock-Up Agreement on the terms set out in this Agreement. The Consenting Participating Lenders constitute the Super Majority Participating Lenders for the purposes of paragraph (a) of clause 22 (Amendments and waivers) of the Original Lock-Up Agreement.

3 IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement: Effective Date means the date on which this Agreement is signed by the Company, the Existing Shareholders and the Super Majority Participating Lenders. Original Lock-Up Agreement means the lock-up agreement dated 26 July 2018 between the Company, the Existing Shareholders and the Participating Lenders (each as defined therein), as amended on 3 August 2018, 17 August 2018 and 20 August Party means a party to this Agreement. 1.2 Incorporation of defined terms Unless a contrary intention appears, terms defined in the Original Lock-Up Agreement have the same meaning in this Agreement. The principles of construction set out in the Original Lock-Up Agreement shall have the effect as if set out in this Agreement. 1.3 Third Party Rights Unless otherwise stated in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or otherwise to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, this Agreement may be terminated and any term of this Agreement may be amended or waived without the consent of any person who is not a Party. 2. EXTENSION OF LONG STOP DATE With effect from the Effective Date, the Long-Stop Date shall be extended from 24 August 2018 to 31 August 2018, or such later date as may be agreed in writing by the Company, the Existing Shareholders and the Super Majority Participating Lenders. 3. AMENDMENTS 3.1 In accordance with paragraph (a) of clause 22 (Amendments and waivers) of the Original Lock-Up Agreement, subject to clause 22(c) of the Original Lock-Up Agreement, any term of the Term Sheet may be amended only with the consent of the Super Majority Participating Lenders, the Existing Shareholders and the Company and any such amendments will be binding on the parties to the Original Lock-Up Agreement. 3.2 With effect from the Effective Date: condition precedent (vii) on page 7 of the Term Sheet shall be amended to be the Closing Date is no later than 31 August 2018, or such later date as may be agreed in writing by the Company, the Existing Shareholders and the Super Majority Participating Lenders. ;

4 Clause 29 of the Original Lock-Up Agreement shall be deleted and replaced with the following new Clause 29: 29 Accrual of PIK Interest (a) Notwithstanding any other provision of this Agreement or the Term Sheet, the Parties agree that 10% PIK interest shall accrue on the initial principal amount of the Loan (as defined in the agreed form of the New Facility Agreement (as defined in the Term Sheet)) as at the Closing Date (as defined in the Term Sheet) from 24 August (b) Any PIK interest accrued by operation of this Clause 29 shall be (i) treated and capitalised as part of the outstanding principal amount of the New Loan on the Closing Date; and (ii) added to the amount of the NV Guarantee Recovery Cap (as defined in the Term Sheet). 4. MISCELLANEOUS 4.1 Each of the Consenting Participating Lenders represents and warrants to each other Party on the date on which it duly executes this Agreement by reference to the fact and circumstances then existing on that date that it has the power to vote the Locked-Up Debt set out in its signature page as contemplated by this Agreement. 4.2 The provisions of the Original Lock-Up Agreement shall, save as amended by this Agreement, continue in full force and effect. 4.3 The provisions of clauses 19 (Notices) and 27 (Enforcement) of the Original Lock-Up Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to this Agreement are references to this Agreement. 4.4 This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 4.5 This Agreement and any non-contractual obligations arising out of or in connection with it is governed by English law. 4.6 For the avoidance of doubt, SFH in its capacity as the sole shareholder of the Company approves and agrees to the Company's entry into this Agreement This Agreement has been entered into on the date stated at the beginning of this Agreement.

5 SIGNATORIES Hemisphere International Properties B.V.

6 Steinhoff International Holdings N.V.

7 Steinhoff Finance Holding GmbH

8 Name of Lender: Locked-up Debt legally owned: By: