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XELLASYNDICATION TERM SHEET

SECURED CREDIT FACILITIES

21 April 2015

This term sheet sets out the terms of the secured credit facilities agreement dated 27 August 2008 as amended and/or amended and restated from time to time (and which will be further amended and restated about May 2015 (the “2015 Amendment”)) (the “Facilities Agreement”) between, inter alia, Xella International S.A. (“HoldCo”), the entities listed therein as original borrowers and original guarantors and UniCredit Bank AG, London Branch as agent and security agent.

Unless otherwise defined in this term sheet, capitalised terms have the meaning given to them in the Facilities Agreement and a reference to a clause is to a clause in the Facilities Agreement.

1. PARTIES

Facility Agent: UniCredit Bank AG, London Branch.

Mandated Lead Arrangers:: BNP Paribas Fortis SA/NV, UniCredit Bank AG, Commerzbank Aktiengesellschaft, Goldman Sachs International and any other bank or financial institution appointed as mandated lead arranger by HoldCo

Bookrunners: BNP Paribas Fortis SA/NV, UniCredit Bank AG, Commerzbank Aktiengesellschaft and Goldman Sachs International

Global Co-ordinators: BNP Paribas Fortis SA/NV and UniCredit Bank AG

Lenders: The existing Lenders under the Facilities Agreement and any bank, financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans and which becomes a lender in accordance with the transfer provisions of the Facilities Agreement or accede as a new lender to the Facilities Agreement.

Issuing Bank: UniCredit Bank AG, London Branch

Security Agent: UniCredit Bank AG, London Branch

Finance Parties: The Mandated Lead Arrangers, the Bookrunners, the Global Co-ordinators, the Lenders, the Facility Agent, the Issuing Bank, the Security Agent, the Ancillary Lenders, the Fronted Ancillary Lenders, the Fronting Ancillary Lenders and, as appropriate, the Hedging Banks.

Finance Documents: The Facilities Agreement, each Amendment Agreement, each Accession Letter, any Ancillary Facility Document, the Agency Fee Letter, the Syndication and Fee Letter, any Hedging Document, the Intercreditor Deed, each Security Document, each Facility D Commitment Letter and any other document designated as such in writing by the Facility Agent and HoldCo.

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The Finance Documents reflect all of the provisions set out in this term sheet.

Group: HoldCo and its Subsidiaries from time to time.

2. THE FACILITIES

A. FACILITY F

Borrower: Any existing Borrower of the existing Facilities as notified by HoldCo to the Facility Agent.

Amount: Up to a maximum aggregate principal amount equal to the outstanding principal amount of the Term Facilities (other than Facility D) immediately prior to the 2015 Effective Date (as defined below) (which as at the date hereof is equal to €246.7 million and PLN 306.3 million). The euro tranche may be increased to the extent used to refinance non-consenting commitments currently outstanding in PLN.

Currency: Euro and PLN.

Type: Senior secured term loan facility ranking pari passu with the other Facilities.

Termination Date: 31 December 2018.

Repayment: In one amount on its Termination Date

Margin: 3.75 per cent. per annum subject to the Facility F margin ratchet set out below.

Margin Ratchet: The Margin ratchet applicable to Facility F shall be the rate per annum specified below by reference to the Leverage Ratio as shown in the then most recent quarterly compliance certificate delivered to the Facility Agent in respect of any relevant period ending on or after 30 June 2016.

Leverage Ratio Margin (% p.a.)

Greater than 2.75:1 3.75

Greater than 2:50:1 but less than or equal to 2.75:1

3.50

Greater than 2:25:1 but less than or equal to 2.50:1

3.25

Less than or equal to 2.25:1 3.00

EURIBOR/LIBOR: Zero floor

B. FACILITY G

Borrower: Any existing Borrower of the Facilities as notified by HoldCo to the Agent.

Amount: Up to a maximum aggregate principal amount equal to:

(a) the amount actually being used to refinance (directly or indirectly) the PIK Toggle Notes due 2018 issued by Xella HoldCo Finance S.A. (the PIK Toggle Notes) and to pay associated fees, premia, make-whole,

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accrued interest, costs and expenses (provided that the aggregate principal amount to be used for the purpose specified in this paragraph (a) shall not exceed €215 million); plus

(b) an amount actually being used to prepay any non-consenting commitments and to pay associated fees, costs and expenses.

Currency Euro.

Type: Senior secured revolving credit facility ranking pari passu with Facility F.

Termination Date: 31 March 2019

Repayment: In one amount on its Termination Date

Purpose: (i) Direct or indirect refinancing of the PIK Toggle Notes and payment of any associated fees, premia, make-whole, accrued interest, costs and expenses, (ii) the prepayment of any non-consenting commitments to the 2015 Amendment, and (iii) the payment of any costs and expenses relating to the 2015 Amendment and/or the utilisation of Facility G.

Availability: Until no later than the date falling 1 month after the Effective Date.

Margin: [4.00] per cent. per annum subject to the Facility G margin ratchet set out below.

Margin Ratchet: The Margin ratchet applicable to Facility G shall be the rate per annum specified below by reference to the Leverage Ratio as shown in the then most recent quarterly compliance certificate delivered to the Facility Agent in respect of any relevant period ending on or after 30 June 2016.

Leverage Ratio Margin (% p.a.)

Greater than 2.75:1 [4.00]

Greater than 2:50:1 but less than or equal to 2.75:1

[3.75]

Greater than 2:25:1 but less than or equal to 2.50:1

[3.50]

Less than or equal to 2.25:1 [3.25]

EURIBOR: Zero floor

Interest Periods: HoldCo may, in consultation with the Facility Agent, elect shortened interest periods in respect of Facility G in order to assist with its syndication.

C. REVOLVING FACILITY B

Borrowers: Any existing Revolving Facility A Borrower as notified by HoldCo to the Facility Agent, which includes XI (BM) Holdings GmbH, XI Dutch Holdings B.V., XI (RMAT) Holdings GmbH, XI (DL) Holdings GmbH, Xella Bouwmaterialen Holding B.V. and Xella Polska Sp. z o.o.

Amount Up to €75 million.

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Currencies: Euro, USD, Sterling, any other freely available and transferable currencies and any other currency that has been approved by the Facility Agent (acting on the instructions of all of the Lenders participating in Revolving Facility B). Any Lender that is unable to make its contribution to an advance in the required currency due to applicable law, regulation or its internal policies generally applied shall instead contribute to that advance in Euro.

Type: Senior secured revolving credit facility ranking pari passu with the other Facilities.

Termination Date: 31 December 2018.

Repayment: Each drawing shall be repaid on the last day of its interest period. During the Availability of the Revolving Facility B, amounts repaid may be redrawn. All drawings under the Revolving Facility B shall be repaid on its Termination Date.

Purposes: Working capital and other general corporate purposes of the Group.

Availability: Until the date falling one month prior to the Termination Date.

There shall be no sub-limits on the amount of the Revolving Facility B which can be utilised by way of Ancillary Facilities, Fronted Ancillary Facilities, Revolving Facility B Letters of Credit or Revolving Facility B Bank Guarantees.

Margin: 3.75 per cent. per annum subject to the Revolving Facility B margin ratchet set out below.

Margin Ratchet: The Margin ratchet applicable to Revolving Facility B shall be the rate per annum specified below by reference to the Leverage Ratio as shown in the then most recent quarterly compliance certificate delivered to the Facility Agent in respect of any relevant period ending on or after 30 June 2016.

Leverage Ratio Margin (% p.a.)

Greater than 2.75:1 3.75

Greater than 2:50:1 but less than or equal to 2.75:1

3.50

Greater than 2:25:1 but less than or equal to 2.50:1

3.25

Less than or equal to 2.25:1 3.00

EURIBOR/LIBOR: Zero floor

Letters of Credit and Bank Guarantees:

Each Letter of Credit or Bank Guarantee will be:

(a) in the form agreed with the Issuing Bank;

(b) issued by the Issuing Bank; and

(c) for a minimum of €1 million (or the equivalent in any other currency) or such lower amount agreed with the Issuing Bank.

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No more than 15 RCF B Letters of Credit or RCF B Bank Guarantees may be outstanding at the same time under the Revolving Facility B unless otherwise agreed with the Issuing Bank.

The Facility Agent will revalue the Letters of Credit and Bank Guarantees that are denominated in an optional currency at semi-annual intervals. The Borrowers will, if requested by the Facility Agent, by the next subsequent maturities of Revolving Facility B advances, ensure that the aggregate base currency equivalent of the Revolving Facility B utilisations do not exceed the total Revolving Facility B commitments.

Letter of Credit and Bank Guarantees under Revolving Facility B will have the term selected by the relevant Borrower ending on or before the date falling 12 months after the Termination Date of Revolving Facility B. On the Termination Date, the relevant Borrower will repay or cash collateralise any outstanding Letters of Credit and Bank Guarantees under Revolving Facility B. Upon that cash collateral being provided, the Lenders under the Revolving Facility B will be released from their indemnities to the Issuing Bank.

D. FACILITY D

Borrowers: HoldCo

Type: Uncommitted term loan facility by which the proceeds from the issuance of Senior Secured Notes are made available to HoldCo as commitment under the Facilities Agreement in separate tranches (each a “Facility D Tranche”) in EUR or USD, in each case upon the agreement of a commitment letter between HoldCo, the Facility D Lender (which is also the issuer of the Senior Secured Notes) and the Facility Agent (each “Facility D Commitment Letter”) in respect of such Facility D Tranche. The Facility D concept was introduced in 2011 with a further clarification of this concept in connection with the issuance of the floating rate notes due 2018 by Xefin Lux S.C.A. in June 2014.

Currently, Facility D is committed and utilised by a Facility D Tranche number 2 (“Facility D Tranche 2”) with terms as set out below:

Purpose: a) towards the funding of the consideration for a Pre-Approved Acquisition (as defined in Schedule 5 below) and refinancing and discharging the debt of the relevant target group and acquiring shareholder debt provided that following such acquisition (and, in any case, within 90 days of such acquisition) such acquired shareholder debt will be Subordinated Debt as defined in the Intercreditor Deed; or

b) up to a maximum amount of €325,000,000 towards funding or refunding of:

i) the prepayment or repayment (in whole or in part) of any principal, interest or other amounts outstanding under or in respect of Facility D; and

ii) directly or indirectly, the payment of any fees, redemption and/or prepayment premium, costs and expenses relating (I) to the issuance of Additional Senior Secured Notes and (II) the prepayment or repayment of any principal, interest or other amounts outstanding under or in connection with Facility D.

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Facility D Tranche 2 Amount: €325,000,000 (equal to the nominal amount of the underlying Senior Secured Notes).

Facility D Tranche 2 Termination Date:

1 June 2019

Facility D Tranche 2 Repayment:

In one amount on its Termination Date

Facility D Tranche 2 Interest rate:

3.75 per cent. per annum (equal to the interest rate applicable to the underlying Senior Secured Notes)

E. ACCORDION FACILITY

Borrower: Any existing Borrower of the Facilities as notified by HoldCo to the Agent.

Amount: Up to a maximum aggregate principal amount equal to €75 million.

Currency: Euro (or such other currency agreed between HoldCo and all of the lenders under the Accordion Facility).

Type: Accordion Facility which may be implemented by HoldCo by:

(i) increasing the amount of Facility G,

(ii) increasing the amount of Facility D (to be funded by the issuance of Additional Senior Secured Notes), and/or

(iii) adding one or more incremental term loan facilities (each an Additional Facility) to the Facilities,

(each an Accordion Facility) and no further consent of the Lenders is required for this (other than the consent of the Lenders who commit to provide that Accordion Facility).

An Accordion Facility that is implemented by way of (i) an increase to Facility G or any Additional Facility shall rank pari passu with Facility F and (ii) an increase to Facility D shall rank pari passu with Facility D, in each case, including in respect of mandatory prepayments and may not benefit from security and guarantees that have not also been provided by the Group in respect of the other Facilities.

Termination Date: No earlier than the termination date applicable to Facility G.

Repayment: An Accordion Facility shall not amortise prior to the termination date applicable to Facility G.

Purpose: The purpose of an Accordion Facility shall be limited to the financing or refinancing of a Permitted Acquisition (as defined in Schedule 5 below).

Availability: An Accordion Facility will have such availability periods and certainty of funds as the lenders providing that Accordion Facility and HoldCo may agree.

Additional drawdown criteria:

(a) prior to the utilisation date of an Accordion Facility, the CFO shall provide to the Agent a 12 month look forward model of the financial covenants in Clause 24 (Financial Covenants) of the Facilities Agreement on a Pro Forma Basis showing that the pro forma

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utilisation and consolidation of any Permitted Acquisition is not forecast to result in (x) a breach of any of the financial covenants in Clause 24 (Financial Covenants) and (y) the Leverage Ratio for that period exceeding 3.50:1; and

(b) an Accordion Facility may only be utilised if no Event of Default is continuing or would occur as a result of an Accordion Facility being drawn.

Margin/Fees: The margin and fees applicable to an Accordion Facility shall be determined by HoldCo and the lenders of that Accordion Facility, provided that if an Accordion Facility is implemented within the first 12 months after the date on which the 2015 Amendment becomes effective (the “2015 Effective Date”), the yield in respect of such Accordion Facility shall be no more than the yield on Facility G on the 2015 Effective Date plus 0.50 per cent. per annum (the “MFN Rate”), unless the margins on Facility F and Facility G are increased (at each level of the applicable margin ratchet) by an amount equal to the amount by which the yield for that Accordion Facility exceeds the MFN Rate (where in determining the applicable “yield” any original issue discount or upfront fees payable shall be included (with original issue discount or upfront fees being equated to interest based on an assumed four year life to maturity) provided that “yield” shall not include any arrangement, structuring, underwriting or similar fees paid to the arrangers of that Accordion Facility that are not generally shared with the relevant Accordion Facility lenders).

3. FEES AND COMMISSIONS

Commitment Fee: HoldCo shall pay to the Agent on the last day of each successive period of three Months (or such shorter period as shall end on the last day of the relevant Availability Period) (for the account of each relevant Lender) a fee in the Base Currency computed at the rate of 1.20% per annum on that Lender’s Available Commitment accruing under Revolving Facility B for the Availability Period applicable to Revolving Facility B.

Fronting Fee: Payable to the Issuing Bank at the rate of 0.125% per annum on its contingent liability under any Letter of Credit or Bank Guarantee, to the extent that such Lender is counter-indemnified by another Lender that is not one of its affiliates and the contingent liability is not cash covered. Accrued Fronting Fee is payable every three Months in arrears for so long as the Letter of Credit or Bank Guarantee is outstanding.

Letter of Credit or Bank Guarantee Commission:

Payable to the relevant Lenders at a rate equal to the applicable Margin relating to the Facility concerned on the contingent liability of each Lender under any Letter of Credit or Bank Guarantee, to the extent that the contingent liability is not cash covered. Accrued commission is payable quarterly in arrear for so long as the Letter of Credit or Bank Guarantee is outstanding.

4. TERMS COMMON TO ALL THE FACILITIES

A. PREPAYMENTS AND CANCELLATION

Voluntary Prepayment: At any time in whole or in part on 3 Business Days' notice without premium or penalty, but subject to payment of broken funding costs (which shall exclude Margin and mandatory costs) if the prepayment is not made on the last day of an interest period. The Borrowers is allowed to provide for conditional voluntary prepayments provided that they shall indemnify the Lenders for broken funding costs (excluding Margin and mandatory costs) should such

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voluntary prepayments not occur.

Mandatory Prepayment: Prepayment of the Facilities (other than Facility D) will be mandatory in the following circumstances:

(a) in full on the sale or disposal of all or substantially all of the Group's business and assets (whether in a single transaction or a series of related transactions) (a "Sale") or any "Change of Control", which is defined as where:

(i) prior to an IPO, the Original Investors and/or their affiliates (taken together) cease to control, directly or indirectly, more than 50% of the voting shares in HoldCo or ceases to control the board of directors of HoldCo; or

(ii) after an IPO, the Original Investors and/or their affiliates (taken together) cease to control, directly or indirectly, more than 30% of the voting shares in HoldCo or a person or persons acting in concert controls a greater percentage of the voting shares in HoldCo other than the Original Investors and/or their affiliates (taken together);

(b) in full on any change of control (however described) under the Senior Secured Note Documents which occurs and where at least one holder of the Senior Secured Notes tenders and does not withdraw prior to acceptance some or all of the Senior Secured Notes for repayment or redemption (“Senior Secured Notes Change of Control”);

(c) unless the Majority Lenders otherwise agree, from 100% of the net cash proceeds received by any member of the Group from any IPO that does not constitute a Change of Control;

(d) unless the Majority Lenders otherwise agree, from the Net Sale Proceeds (other than resulting from a Permitted Business Disposal and a Russian Sale and Leaseback Transaction) in excess of €10 million (or its equivalent) in aggregate per financial year of the Group received or realised from disposals to third parties of certain assets, to the extent those Net Sale Proceeds are not first reinvested within 365 days of the date on which those Net Sale Proceeds were received (or committed to be reinvested or designated by the board of directors of HoldCo for reinvestment within a further 6 month period) in either:

(i) a Permitted Acquisition or a Permitted Joint Venture;

(ii) assets to be used in the business of the Group;

(iii) Capital Expenditure; or

(iv) restructuring costs incurred (directly or indirectly) in connection with, in contemplation of or as a response to or incurred in anticipation of or following Capital Expenditure or a Permitted Acquisition.

Net Sale Proceeds of less than €1 million (or its equivalent) for any asset shall be excluded from this provision;

(e) unless the Majority Lenders otherwise agree, from the cash proceeds in

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excess of €5 million (or its equivalent) in aggregate per financial year of the Group received from certain insurance claims (excluding those under business interruption, loss of profit and third party insurance policies and those of less than €500,000), in each case net of tax, costs and expenses (including, without limitation, relocation and restructuring costs) incurred in connection with those claims or the underlying loss or damage, to the extent those proceeds are not applied in connection with the liability, damage or loss to which they relate nor are first reinvested in assets within 365 days of the date on which the relevant receipt was made (or committed to be reinvested or designated by the board of directors of HoldCo for reinvestment within a further 6 month period);

(f) unless the Majority Lenders otherwise agree, from (x) 75% of Excess Cashflow for that financial year less (y) €5 million (or its equivalent) (the result (if positive) being the "Excess Cashflow Prepayment Amount"). That percentage shall reduce to 50% once the Leverage Ratio is equal to or less than 2.50:1. There will be no mandatory prepayment from Excess Cashflow once the Leverage Ratio is equal to or less than 2.00:1. In each case the Leverage Ratio for these purposes shall be calculated on a pro forma basis assuming that the required prepayments have been made;

(g) from (A) the Net Sale Proceeds of a Permitted Business Disposal of the whole or substantially the whole of the Dry Lining Systems Business to the extent that such prepayments are taken into account in the Permitted Business Disposal Model in order to satisfy the requirements for such Permitted Business Disposal, and (B) in the case of a Permitted Business Disposal of the whole or substantially all of the Raw Materials Business from 100% of the Net Sale Proceeds of that Permitted Business Disposal. That percentage shall reduce to 50% once the Leverage Ratio (calculated on the basis of the opening Leverage Ratio in the Permitted Business Disposal Model but assuming that the required prepayments have been made) is less than 2.50:1; and

(h) unless the Majority Lenders otherwise agree, from Net Sale Proceeds in respect of a Russian Sale and Leaseback Transaction to be applied as a voluntary prepayment.

Mandatory Prepayment (Facility D):

Prepayment of Facility D will be mandatory in the following circumstances:

(a) If any amount (the “Outstanding Amount”) of the Senior Secured Notes becomes repayable, prepayable or subject to repurchase or redemption, including an optional redemption (for the avoidance of doubt, provided such option has been exercised):

(i) out of the proceeds of one or more equity offerings up to a maximum of 40% of the aggregate principal amount of the Senior Secured Notes provided that only those amounts of such equity offerings not required to be applied in a mandatory prepayment under this Agreement may be used for such purpose;

(ii) where the amount paid is made pro rata to a

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voluntary prepayment of Term Loans (other than Facility D Loans) under this Agreement; or

(iii) in respect of the whole, but not part, of a Senior Secured Note where payments under that Senior Secured Note become subject to withholding tax (or increased withholding tax) due to a change in laws;

(but no other optional redemption) prior to its originally scheduled maturity under those Senior Secured Notes (other than by reason of acceleration of those Senior Secured Notes), an amount of Facility D Loans equal to the Outstanding Amount with the same scheduled maturity as those Senior Secured Notes being repaid, prepaid, redeemed or repurchased must at the same time be prepaid by the Facility D Borrower together with any amounts payable under paragraph (b) below.

(b) If as result of an early repayment, prepayment, repurchase or redemption of Senior Secured Notes in relation to which a mandatory prepayment is required, an amount (an Underlying Amount) of make whole, call protection or other premium is payable to the holders of those notes by the Facility D Lender, HoldCo must, at the same time such mandatory prepayment is due, pay an amount equal to such make whole, call protection or other premium amount to the Facility D Lender.

Mandatory Prepayments Exemptions:

All mandatory prepayments referred to above are subject to permissibility under local law (e.g. financial assistance, corporate benefit restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant members of the Group). Further, there is no requirement to make any prepayment if there is a tax liability, foreign exchange cost or other cost to, or material cash leakage from, the Group equivalent in aggregate to 3% or more of the amount of the prepayment as a direct or indirect result of making (or moving funds to make) such payment. The Group will use all reasonable endeavours to overcome any such restrictions and/or minimise any such costs or leakage. If at any time such restrictions are removed, any relevant prepayment will be made as soon as is reasonably practicable.

Cash Collateral: Amounts which potentially need to be applied in mandatory prepayment of the Facilities under the Mandatory Prepayment section above and amounts which may be reinvested or applied in connection with the liability, damage or loss to which they relate need not be retained in a cash collateral account.

If an amount becomes due to be applied in mandatory prepayment of the Facilities under paragraphs (a), (b), (c) or (g) of the Mandatory Prepayment section above, the Borrowers may elect to deposit that amount in an interest bearing cash collateral account and defer the mandatory prepayment concerned, to the end of the then current Interest Period in order to mitigate break costs.

If an amount becomes due to be applied in mandatory prepayment of the Facilities under paragraphs (d), (e) or (f) of the Mandatory Prepayment section above, the Borrowers may elect to defer the mandatory prepayment concerned to the end of the then current Interest Period in order to mitigate break costs with no requirement to deposit that amount in a cash collateral account.

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Application of Prepayments: Subject to the Intercreditor Agreement, all voluntary prepayments may be applied against such Facilities and in such order (and against such repayment instalments and advances) as HoldCo may elect.

All mandatory prepayments (other than those pursuant to paragraph (h) of the Mandatory Prepayment section above and those pursuant to Mandatory Prepayments (Facility D above), shall first be applied in pro rata prepayment of the Term Facilities (other than Facility D) and second in prepayment and cancellation of Revolving Facility B. Mandatory prepayments in respect of a Facility will be applied as between utilisations under that Facility as HoldCo may elect.

Notwithstanding the above, any Net Sale Proceeds of a Permitted Business Disposal that do not have to be applied in mandatory prepayment may, at HoldCo’s option, be applied in voluntary prepayment of the Facilities or retained by the Group as Retained Cash.

Amounts prepaid may not be reborrowed (other than voluntary prepayments of the Revolving Facility B).

Cancellation: Undrawn amounts of any Facility may be cancelled in whole or in part on 3 Business Days prior notice without premium or penalty.

Permitted Business Disposal: A disposal of the whole of or substantially the whole of the Group's interest in the Dry Lining Systems Business and the Raw Materials Business.

Russian Sale and Leaseback Transaction:

Any disposal by Xella - Aeroblock - Centre Mozhaisk of real property pursuant to a sale and lease back transaction on arm’s length terms where the aggregate Net Sale Proceeds received in respect of such disposals do not exceed €25,000,000 at any time.

B. SECURITY

Scope: HoldCo and its Material Subsidiaries, any acceding Borrowers, and any other members of the Group that HoldCo may nominate (together the "Obligors") have, subject to the Security Principles, provided guarantees and security.

To the extent applicable under local law, the Security Documents entered into by HoldCo and the other Obligors consist, inter alia, of:

(a) pledges over the shares in the Obligors;

(b) pledges over bank accounts of the Obligors;

(c) assignment of or pledges over receivables of the Obligors;

(d) security over material real estate to the extent owned by an Obligor; and

(e) other security over assets of certain Obligors in certain jurisdictions.

Xella International Holdings S.à r.l. has granted a limited recourse third party share pledge in the shares owned by it in HoldCo. This pledge permits the transfer of these shares to another entity provided that no Change of Control occurs as result of that transfer and the shares are transferred subject to this pledge.

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A "Material Subsidiary" is a member of the Group which (a) (on an unconsolidated basis excluding intra-Group items) represents 5% or more of the Group's EBITDA or consolidated gross assets (determined on the basis of the most recent annual compliance certificate delivered with the Group's consolidated annual audited accounts) or (b) is a holding company of such a member of the Group.

Subject to the Security Principles, HoldCo shall ensure that, by 90 days after the delivery of the Compliance Certificate with the Group’s consolidated annual audited accounts, the Guarantors represent at least 85% of the Group’s EBITDA and 75% of the Group’s consolidated gross assets.

C. INTERCREDITOR DEED

HoldCo, the Agent, the Security Agent, the Issuing Bank, the Original Intercompany Lenders (as defined in that agreement), the Original Intercompany Borrowers (as defined in that agreement), and others entered into an intercreditor deed dated 27 August 2008 (as amended and/or amended and restated from time to time).

D. REPRESENTATIONS AND WARRANTIES

See Schedule 1.

E. UNDERTAKINGS

See Schedule 2.

F. FINANCIAL COVENANTS

See Schedule 3.

G. EVENTS OF DEFAULT

See Schedule 4.

H. PERMITTED ACQUISITION AND PRE-APPROVED ACQUISITION

See Schedule 5

I. MATERIAL ADVERSE EFFECT

"Material Adverse Effect" means an event or circumstance which is materially adverse to:

(a) the business, assets or financial condition of the Group (in each case taken as a whole) and the ability of the Obligors taken as a whole to perform their payment obligations under the Finance Documents; or

(b) the enforceability of any Security Documents (subject to the Legal Reservations and any Perfection Requirements) which is materially adverse to the interests of the Lenders under the Security Documents taken as a whole and, if capable of remedy, is not remedied within 20 Business Days of HoldCo becoming aware of the issue or being given notice of the issue by the Facility Agent.

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J. DECISIONS OF LENDERS

Voting rights of Facility D Lender:

The Facility D Lender shall not be entitled to vote in relation to any requested consent, waiver or amendment of any provision of any Finance Documents, except as permitted Clause 38.3.

Majority Lenders: The "Majority Lenders" means (subject to the Use It or Lose It provision and the voting rights of Facility D Lenders) Lenders who together account for 66⅔% or more of the total commitments in respect of the Facilities at the relevant time.

Super Majority Lenders: The "Super Majority Lenders" means (subject to the Use It or Lose It provision and the voting rights of Facility D Lenders) Lenders who together account for 90 % or more of the total commitments in respect of the Facilities at the relevant time.

The Finance Parties have to act reasonably when making any decisions required to be made under the terms of the Finance Documents or when exercising any discretions, consent rights or voting powers granted to them by the Finance Documents.

Facility Change: Facility Changes (as defined below) may be approved with the consent of the Lenders who together account for 85% or more of the total commitments in respect of the Facilities and each Lender (a "Facility Change Lender") that is to assume an additional or increased commitment in the relevant tranche or facility or that is to extend a commitment or its availability or maturity or redenominate a commitment or to whom any amount is owing which is to be reduced, deferred or redenominated or that is to receive a reduced Margin, fee or commission or that is to lend to a replacement Borrower (as the case may be). The existing commitments of each consenting Facility Change Lender will be included in determining that consent of the Majority Lenders.

Notwithstanding the paragraph above, any amendment which constitutes a change as described in paragraph (d) of the definition of Facility Change shall only require the consent of the Lenders under the relevant Facility or Facilities to which the relevant reduction applies.

A "Facility Change" means (a) the provision of any additional tranche or facility in any currency or currencies (whether ranking, pari passu with or junior to the Facilities), (b) (subject to a cap on any increase of commitments of an amount equal to 10% of the aggregate original principal amount of the Term Facilities) any increase in, addition to or extension of any commitment (or its maturity or availability) or any redenomination of a commitment into another currency, (c) any deferral or redenomination of any amount owing under the Finance Documents governing the relevant Facilities (other than the waiver of a mandatory prepayment), (d) any reduction in any Margin (other than pursuant to applicable Margin Ratchets), fee or commission or any other amount owing or accruing under the Finance Documents governing the relevant Facilities, (e) the replacement of Borrowers and (f) any changes to the Finance Documents (including changes to, the taking of or the release coupled with the retaking of security and changes to or additional intercreditor arrangements) consequential on, incidental to or required to implement or reflect the foregoing.

The Facility Agent and the Security Agent shall enter into any documentation or make any amendments to the Finance Documents necessary to implement a Facility Change on behalf of the Finance Parties.

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Unanimous Matters: Unanimous Lenders' decisions for the Facilities will be limited to an amendment or waiver that has the effect of changing:

(a) the Facility Change definitions or the definition of the Majority Lenders, Super Majority Lenders;

(b) matters which expressly require the consent of all the Lenders;

(c) the provisions specifying the several nature of the Finance Parties' rights and obligations;

(d) the provisions governing amendments and waivers;

(e) the provisions governing assignments/transfers by the Lenders that make them more restrictive;

(f) the requirement to make a mandatory prepayment from a Change of Control, a Sale or a Permitted Business Disposal; and

(g) a change to the waterfalls governing the sharing of recoveries and security proceeds under the Intercreditor Deed,

in each case other than changes consequential on, incidental to or required to implement a Facility Change.

Limited amendments and waivers:

Subject to Facility Changes, any amendment or waiver of any Finance Document which relates to the rights or obligations applicable to a particular utilisation, Facility or class of Lenders and which does not materially and adversely affect the rights or interests of Lenders in respect of other utilisations, Facilities or other classes of Lenders shall only require the requisite consent of the Lenders (as if references to Lenders were only to Lenders participating in that utilisation, Facility or forming part of that affected class).

Any manifest error in the Finance Documents may be amended by agreement between the Facility Agent and HoldCo and any such amendment will be binding on all parties to the relevant Finance Document.

Security Releases: A release of any security or guarantee will require the consent of Super Majority Lenders and, in relation to the release of a Guarantor which is a Material Subsidiary, also the consent of those Lenders which are subject to the German Banking Act (Kreditwesengesetz) (provided that such Lenders have not already consented as part of the Super Majority Lenders), other than where:

(a) that release is required to implement a Facility Change and the relevant security and guarantees are retaken in accordance with the Security Principles;

(b) the release is of any security which relates to any asset that is subject to any Permitted Disposal including a disposal to an Obligor to the extent required to effect a Permitted Reorganisation or a permitted disposal under the covenant agreement;

(c) the release is of any security and guarantee granted by a member of the Group which resigns as a Guarantor in accordance with Resignation of

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Borrowers and Guarantors below; or

(d) that release is conditional upon the prepayment in full of the Facilities,

in which case the Security Agent will take all necessary steps to effect such release without any consent to that release being required unless otherwise set out herein. In the case of a Permitted Disposal of shares in an Obligor (or a holding company of an Obligor) the Security Agent shall release any guarantees and security from (and over the shares in) that Obligor.

Yank the bank: If (a) a Lender or a Voting Sub-Participant does not grant any consent or approval requested under the Finance Documents and such refusal is not consistent with the opinion of the Majority Lenders participating in the Facilities, (b) a Lender does not fund when requested to do so or has given notice that it will not fund when required to do so or has repudiated its obligation to fund, (c) an obligation to pay increased or mandatory costs to, or an obligation to gross up amounts payable to, a Lender arises, HoldCo will be entitled, at any time up to 120 days after (i) (in the case of (a) above) the later of that refusal and the Majority Lenders' opinion being notified to HoldCo, (ii) (in the case of (b) above) the date of the non-funding, receipt by HoldCo of the relevant notice of the intention not to fund or the relevant repudiation, as applicable, (iii) (in the case of (c) above) the date that such obligation arises, either (x) to prepay that Lender's participation (in whole or in part but, if in part, only if such Lender is a Non Consenting Lender and only then in respect of its participation which is not sub-participated to a Voting Sub-Participant unless such Voting Sub-Participant is also a Non Consenting Lender) using in the case of (a) the proceeds of additional share capital and/or subordinated shareholder debt in HoldCo and/or other Financial Indebtedness falling within paragraph (k) of the definition of Permitted Financial Indebtedness (together "Permitted Equity Injections") and/or Retained Cash (to the extent that the Retained Cash constitutes the proceeds of any Permitted Equity Injection or would otherwise be permitted to fund a Permitted Distribution); or (y) to require that Lender or Voting Sub-Participant’s to transfer its participation in the Facilities concerned (for cash at par) to an existing or newly introduced Lender (that is neither a Sponsor nor an affiliate of a Sponsor) willing to assume it as directed by HoldCo. Such a transfer will be deemed to have been completed 2 Business Days after the transferee concerned delivers a transfer certificate executed by it to the Lender concerned and pays the relevant amount to the Facility Agent.

Voting Sub-Participant: A third party to which a Lender has transferred any part of its voting rights in respect of its Commitments and/or participations in Utilisations pursuant to any sub-participation permitted under the Facilities Agreement, where such third party is not a Lender.

Use it or lose it: The commitments of any Lender receiving any request by any member of the Group of the Facility Agent for any consent or approval under the Finance Documents which does not respond to such request within 15 Business Days (or such other period as HoldCo and the Facility Agent may agree) or which has given the Facility Agent instructions that it will vote with the Majority Lenders will be excluded in determining whether that consent or approval is granted.

K. OTHER PROVISIONS

Interest: LIBOR/EURIBOR, as appropriate, for 1, 2, 3 or 6 month periods selected by HoldCo (or such other periods as may be selected by the Borrower to align with repayment dates or agreed by the Facility Agent and the Borrower for the purpose of syndication or aligning interest payment dates with the payment

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dates under the Group's hedging arrangements or agreed by the Lenders under the relevant Facility) plus the Margin plus mandatory costs (if any).

Interest is to be paid on the last day of each interest period. If an interest period is longer than 6 months, interest is also to be paid every 6 months.

Default interest is an additional 1.00% per annum payable on overdue amounts.

Exchange Rate Fluctuations: When applying baskets, thresholds and other exceptions to the Representations and Warranties, Undertakings and Events of Default, the equivalent to an amount in the relevant currency shall be calculated as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking other relevant action. No Event of Default or breach of any Representation and Warranty or Undertaking shall arise merely as a result of a subsequent change in the relevant currency equivalent of any relevant amount due to fluctuations in exchange rates.

Illegality/Increased Costs/Mitigation/set off:

Reflect customary provisions for transactions of this nature with the set off provision being subject to an Event of Default having occurred and notice of acceleration having been given by the Facility Agent under the Facilities Agreement. Basel II costs shall not be for the account of the Obligors.

Qualifying lender clause: Reflect customary provisions for transactions of this nature taking into account the jurisdictions of the Borrowers, so that there are Lenders to whom Borrowers can pay interest without an obligation to gross up or withhold any tax. No gross up protection will apply to a Lender until all of the necessary procedural formalities have been completed and it is entitled to receive payments without any tax deduction.

Costs and Expenses: All reasonable costs and expenses properly incurred by the Facility Agent or the Security Agent in relation to an amendment, waiver or consent requested by HoldCo or in relation to an Event of Default, shall be for the account of HoldCo.

All costs and expenses (including legal fees) incurred by at Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document (other than preservation and/or enforcement against a Finance Party) and any proceedings instituted against the Security Agent as a consequence of taking or holding any Transaction Security shall be for the account of HoldCo.

Resignation of Borrowers and Guarantors:

Borrowers and Guarantors may resign from being such provided that, in the case of a Borrower, no amounts borrowed by that Borrower are outstanding (or will be outstanding at the time of resignation) and, in the case of a Guarantor, (a) that Guarantor is not a Borrower (unless it is at the same time resigning as a Borrower) or a Material Subsidiary, and (b) no Event of Default is continuing.

Assignments/Transfers: Lenders may assign or transfer participations in the relevant Facilities to banks, financial institutions, funds or vehicles or other entities, in each case which are primarily engaged in or established for the making of or purchasing or investing in loans and/or debt securities (provided that if any such assignment or transfer is to a member of the Group, that member of the Group shall have no voting rights and shall only be permitted to assign or transfer its rights and obligations as a Lender to another member of the Group.

Any transfer or assignment is subject to prior consultation with HoldCo unless (i) it is a transfer or assignment to an existing Lender (or to an existing Lender’s

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affiliate or related fund) or (ii) an Event of Default is continuing.

HoldCo’s consent is required before an assignment or transfer may be made by an existing Lender to an Affiliate of any Equity Investor.

Assignments and transfers will only become effective upon any required consent being granted or required consultation undertaken.

Any sub-participation which transfers any voting control or includes an obligation to consult in respect of voting shall be treated as a transfer for the purposes of these transfer provisions and shall therefore be subject to any consent or consultation required.

Unless HoldCo otherwise agrees, each Lender must have a minimum aggregate participation of €1 million (or its equivalent) in the Facilities.

Any transferring Lender will enter into a confidentiality undertaking with any potential transferee or assignee prior to providing it with any information connected with the Finance Documents or the Group. This confidentiality undertaking in the form provided by LMA or must be in the agreed form, capable of being relied on by the Obligors and may not be amended in any material respect without the consent of HoldCo. A copy of each confidentiality undertaking and any amendments thereto shall be provided to HoldCo promptly upon request.

The consent of the Issuing Bank and any Fronting Ancillary Lender is required to any assignment or transfer in relation to the Revolving Facility B.

The Obligors shall not pay any additional taxes, notarial and security registration or perfection fees, costs, fees, expenses, gross-up (other than because of the Borrower not complying with their obligations in respect of procedural requirements) or increased or mandatory costs as a result of an assignment or transfer.

If a new Lender is a fund that is also a direct or indirect holder of equity in Xella International Holdings S.à r.l. and is controlled by either of the Original Investors, then that new Lender will agree with the Facility Agent that it will vote its commitments on any matter under the Finance Documents in the same proportions that other Lenders, apart from that new Lender, vote to approve or reject or do not vote on that matter.

The aforementioned provisions do not apply to the Facility D Lender. The consent of the Agent (acting on the instructions of the Majority Lenders) is required for transfers or assignments by the Facility D Lender.

Right to Information: HoldCo may require the Finance Parties (so far as they are aware) to provide information in reasonable detail regarding the identities and participations of each of the Lenders and any sub-participants or other persons with an effective economic participation in the Facilities as soon as is reasonably practicable after receipt of such request.

Law: English, other than the Security Documents which are governed by the appropriate local law.

Jurisdiction: Courts of England and Wales.

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SCHEDULE 1

Representations and Warranties

1.1. Reliance

As set out in the Facilities Agreement, each Obligor (and to the extent applicable each Additional Obligor) provides the following representations and warranties in respect of itself and, where applicable, each of its Subsidiaries or, as applicable, its Material Subsidiaries, and acknowledges that the Finance Parties have entered into the Facilities Agreement and have agreed to provide the Facilities in full reliance on those representations and warranties.

1.2. Due Incorporation.

1.3. Binding obligations subject to the Legal Reservations and the Perfection Requirements.

1.4. No contravention / non-conflict with other obligations subject to the Legal Reservations.

1.5. Power and capacity.

1.6. Authorisation to enter into the Finance Documents and obligations thereunder are valid, legally binding and enforceable subject to the Legal Reservations and Perfection Requirements.

1.7. Compliance with laws in all material respects to the extent a failure could reasonably be expected to have a Material Adverse Effect.

1.8. No litigation and labour disputes which are reasonably likely to have a Material Adverse Effect.

1.9. Accounts / Original Financial Statements prepared in accordance with the Approved Accounting Principles.

1.10. Accountant's Report and Business Plan.

1.11. Transaction Documents contain all the material terms of the acquisition and all necessary consents, licences, authorisations and approvals required by the Group in respect of the Transaction Documents have been obtained and are no revoked or terminated where revocation or termination would reasonably be expected to have a Material Adverse Effect.

1.12. Holding Company Status subject to the entering into the Transaction Documents or Permitted Treasury Transactions.

1.13. Information Memorandum taken as a whole is true, complete and accurate in all material respects as far as HoldCo is aware.

1.14. Group Structure is true, complete and accurate in all material respects as far as HoldCo is aware.

1.15. Compliance with all Environmental Laws and all Environmental Approvals necessary for the carrying on of its business have been obtained and are in full force and effect in each case where failure would be reasonably likely to have a Material Adverse Effect.

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1.16. No Event of Default.

1.17. Pari-passu ranking subject to any applicable Legal Reservations.

1.18. Confirmation pursuant to German money laundering act

1.19. Good title to assets to the extent that a failure would be reasonably likely to have a Material Adverse Effect.

1.20. Centre of main interest.

1.21. Anti-corruption and Sanctions

1.22. Repetition of Representations

The representations in Clause 1.2 (Due Incorporation), 1.3 (Binding Obligations), 1.4 (No contravention), 1.5 (Power and capacity) and 1.9 (Accounts) ) (in relation to the annual and quarterly accounts to be delivered) (the "Repeating Representations") shall be deemed to be repeated by the relevant Obligor by reference to the facts and circumstances then existing on the date each utilisation request is given, on the first day of each Interest Period and by each Additional Obligor the date on which that Additional Obligor becomes (or it is proposed that a company becomes) an Additional.

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SCHEDULE 2

Undertakings

1.1. Restrictions on disposals except for Permitted Disposals.

1.2. Restrictions on (i) acquisitions except for Permitted Acquisitions or as part of a Permitted Disposal and (ii) Joint Ventures except for Permitted Joint Ventures.

1.3. Restrictions on Reorganisations except for Permitted Reorganisations.

1.4. Restrictions on Financial Indebtedness except for Permitted Financial Indebtedness.

1.5. Authorisations (subject to the Legal Reservations in case of legality, validity, enforceability or admissibility in evidence of the Finance Documents) to the extent failure to obtain or comply with these authorisations would reasonably be expected to have a Material Adverse Effect.

1.6. Compliance with laws where failure to do so would have a Material Adverse Effect.

1.7. No substantial change to the general nature of the business of the Group as a whole (other than pursuant to a Sale, a Permitted Disposal or a Permitted Acquisition).

1.8. No amendments to Constitutional Documents of HoldCo which would reasonably be expected to be materially adverse to the interests of any Finance Party.

1.9. Environmental compliance where failure to do so is reasonably likely to have a Material Adverse Effect.

1.10. Claims pari passu subject to any applicable Legal Reservations except for claims of unsecured and unsubordinated creditors which are preferred by any bankruptcy, insolvency, liquidation or other laws of general application.

1.11. Restrictions on activities of HoldCo except as otherwise permitted under the Facilities Agreement or contemplated by the Tax Structure Report.

1.12. While an Event of Default is continuing access of Facility Agent at all reasonable times and on reasonable notice to inspect and take copies and extracts from the books, accounts and records of each member of the Group to the extent necessary to investigate the Event of Default.

1.13. Restrictions on Security other than Permitted Security.

1.14. Restrictions on guarantees except for Permitted Guarantees.

1.15. Restrictions on loans and granting of credit except of Permitted Loans.

1.16. Conduct of Business Undertakings

(a) Insurance in all material respects, to be effected and maintained against all material risks in amounts customary.

(b) Intellectual Property requited to conduct its business to be maintained; compliance with all obligations and laws applicable to it in relation thereto where failure to do so would reasonably be expected to have a Material Adverse Effect.

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(c) Pay taxes where failure to do so would reasonably be expected to have a Material Adverse Effect.

(d) Make all statutory pension and social contributions required by law where failure to do so would reasonably be expected to have a Material Adverse Effect.

(e) Arm's length transactions except for Permitted Transactions, between Obligors, in favour of any Obligor, between members of the Group that are not Obligors, terms of payment in the ordinary course of business or an agreement or arrangement between members of the Group that is not material in the context of the Obligors taken as a whole.

1.17. Share Capital and Dividend Arrangements

(a) Restrictions on issuance of share capital except for Permitted Share Issues.

(b) No dividends and distributions except for Permitted Transactions and amounts upstreamed by the member so of the Group equal to the amount required to refinance (directly or indirectly) the PIK Toggle Notes and to pay associated fees, premia, accrued interest, make-whole, costs and expenses by way of dividend, repayment of shareholder loans or any other method of distribution.

1.18. No changes to Equity Documents which would reasonably be expected to materially and adversely affect the interests of the Finance Parties under the Finance Documents.

1.19. No payment of fees and commissions except for Permitted Payments.

1.20. Subject to the Security Principles, each Material Subsidiary (tested by reference to the annual compliance certificate delivered with the Group’s most recent annual audited consolidated financial statements) to become an Additional Guarantor and grant Security; HoldCo to comply with guarantor coverage.

1.21. No hedging arrangements except for Permitted Treasury Transactions.

1.22. Preservation of assets to the extent that failure to do so would be reasonably likely to have a Material Adverse Effect.

1.23. Further Assurance.

1.24. Centre of main interest.

1.25. Payment under Senior Secured Notes.

1.26. Anti-corruption and Sanctions

1.27. Financial Information:

(a) Annual Accounts within 120 days after the end of each financial year , deliver to the Facility Agent the consolidated audited financial statements of the Group for such financial year and the related auditor's reports.

(b) Quarterly Accounts within 45 days after the end of each quarter , deliver to the Facility Agent its consolidated unaudited management accounts for such period.

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(c) Monthly Management Accounts within 30 days (45 days in respect of the last month in each financial year) after the end of each monthly accounting period, deliver to the Facility Agent the unaudited consolidated monthly management accounts of the Group for such period.

(d) Compliance Certificates

HoldCo shall ensure that each set of financial statements delivered by it pursuant to Clause 1.26 (a) (Annual Accounts) or Clause 1.26 (b) (Quarterly Accounts) in respect of a period ending on a Relevant Date for the financial covenants is accompanied by a compliance certificate signed by the chief financial officer.

(e) Budget not later than 30 days after the beginning of any of its financial years, deliver to the Facility Agent an annual budget prepared by reference to each quarter in respect of such financial year of the Group.

(f) Management presentation

HoldCo shall make available senior officers and representatives of HoldCo and appropriate members of the Group, during normal business hours and upon reasonable notice (provided this does not unduly interfere with HoldCo's and the relevant members of the Group's normal course of business) to attend and make a presentation to the Lenders regarding the business and prospects of the Group, once in each financial year.

(g) All accounts to be prepared in accordance with the Approved Accounting Principles.

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SCHEDULE 3

Financial Covenants

The financial covenants are limited to the following and (other than the Capital Expenditure covenant) are tested on a rolling basis.

Net Cash Interest Cover: The ratio of EBITDA to Net Cash Interest for each Relevant Period ending on a Relevant Date specified in Column A below, each as set out in the applicable Compliance Certificate, will not be less than 3.70:1.00.

Leverage Ratio: The ratio of Net Debt as at the end of, to EBITDA for, the Relevant Period ending on each Relevant Date specified in Column A below, each as set out in the applicable compliance certificate, shall not be greater than the ratio specified opposite that date in Column B below:

Column A

Relevant Period (ending)

Column B

Leverage Ratio

30 June 2015 4.36:1.00

30 September 2015 4.07:1.00

31 December 2015 3.81:1.00

31 March 2016 4.10:1.00

30 June 2016 3.88:1.00

30 September 2016 3.50:1.00

31 December 2016 3.14:1.00

31 March 2017 3.37:1.00

30 June 2017 3.17:1.00

30 September 2017 2.79:1.00

31 December 2017 2.50:1.00

Thereafter 2.50:1.00

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Capital Expenditure: Capital Expenditure in each financial year of the Group will not exceed the total amount set out opposite that financial year in Column E (as adjusted below).

Column A

Financial Year

Column B

(Building Materials Business)

(€ millions)

Column C

(Dry Lining Systems Business)

(€ millions)

Column D

(Raw Materials Business)

(€ millions)

Column E

(Sum of columns B, C and D)

(€ millions)

2015 70.6 10.7 25.2 106.6

Thereafter 72.2 11.0 26.1 109.4

Capital Expenditure that is funded or refunded out of the reinvestment of Insurance Proceeds, Net Recovery Proceeds and Net Sale Proceeds (save to the extent relating to a Permitted Disposal) (or amounts which fall within the related de minimis baskets or carve outs), Retained Cash, Financial Indebtedness falling within paragraph (c) of the definition of Permitted Financial Indebtedness, the Accordion Facility or investment grants will not be subject to this Capital Expenditure covenant.

Up to and including 25% of the Capital Expenditure allowance in Column E for any financial year N can be used in financial year N-1 and up to and including 100% of the Capital Expenditure contemplated by the Business Plan for any financial year N (except to the extent spent in year N) can be used in financial year N+1 and Column E above shall be adjusted accordingly, without double counting any amount in respect of a Permitted Carry Forward Amount referred to in paragraph (a) of the definition of Retained Cash. Any such carried forward allowance shall be used first in financial year N+1.

The Capital Expenditure allowance in Column E for any financial year will be increased automatically by 5 % of the sales of any business acquired pursuant to any Permitted Acquisition during that financial year, for which purposes the sales of any business so acquired shall be calculated on a Pro Forma Basis as if that Permitted Acquisition had occurred on the first day of that financial year).

The Capital Expenditure allowance in Column E for any financial year starting after a Permitted Business Disposal shall be reduced by deducting the amount in Column C in the case of a disposal of the Dry Lining Systems Business or, as applicable, in Column D in the case of a disposal of the Raw Materials Business in respect of that year. For the avoidance of doubt, no such reduction will be made in respect of the financial year during which the disposal concerned takes place. If the Capital Expenditure allowance in Column E for that financial year starting after a Permitted Business Disposal is reduced by virtue of the carry back of a percentage (up to 25%) of that allowance as above, then the amount in Column C or, as applicable, Column D shall itself be reduced by the same percentage prior to being deducted from that Column E allowance.

Equity Cure Right: If HoldCo would otherwise fail to comply with any financial covenant and no later than 20 days after the date on which the relevant Compliance Certificate is required to be delivered, the Group receives cash proceeds of any Permitted Equity Injection for these purposes (the "Cure Amount") then the financial covenants shall be calculated for the relevant testing period (and calculated for the three subsequent testing periods) by giving effect to the following adjustments:

(a) Cashflow for the last Accounting Quarter of that Relevant Period shall be increased by an amount equal to the Cure Amount;

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(b) the Group’s Net Debt figure will be reduced by way of voluntary prepayments from the proceeds of the Cure Amount; and

(c) the Group’s Net Cash Interest figure will be reduced if the Group's outstanding external Financial Indebtedness Group's has been reduced by way of voluntary prepayments from the proceeds of the Cure Amount (as if it had been reduced for the duration of that testing period).

If, after giving effect to these adjustments, HoldCo shall then be in compliance with the requirements of all financial covenants HoldCo shall be deemed to have satisfied the requirements of such financial covenants for all purposes of the Finance Documents. These adjustments apply solely for the purpose of measuring compliance with the financial covenants.

Cure Amounts may be first taken into account on no more than 3 occasions and may not be taken into account in consecutive Accounting Quarters.

Cure: If a financial covenant is breached, but is complied with when subsequently tested, then that earlier breach shall be deemed to be cured for all purposes of the Finance Documents. This provision shall not restrict the Facility Agent’s rights (acting on the instructions of the Majority Lenders unless it is not practicable to do so) to serve a Default Notice in respect of that breach prior to that subsequent test and if a Default Notice is validly given prior to that subsequent test, this deemed Cure shall not apply.

Exchange rates: If the Leverage Ratio covenant would be breached if Net Debt were to be calculated on the basis of the closing exchange rates as at the Relevant Date, but would not be breached if Net Debt were instead to be calculated on the basis of the average exchange rates over the Relevant Period, then the Leverage Ratio covenant for that test date shall be calculated on the basis of those average exchange rates.

Pro forma basis: For the purposes of calculating or projecting EBITDA and Cashflow (but not for calculating Excess Cashflow), the term "Pro Forma Basis" shall mean, for any Relevant Period that includes any of the four Accounting Quarters first following the acquisition of or investment in an acquired entity or business, the pro forma increase in EBITDA (and hence Cashflow) projected by HoldCo in good faith (including as a result of reasonable net cost savings and excluding non-recurring costs) as if that acquisition had occurred or commenced on the first day of that relevant testing period, provided that so long as such net cost savings are (or are likely to be) realisable at any time during such period, all such net cost savings may be treated as if they were or will be realisable during the entire such period, and provided further that any such pro forma increase to EBITDA (and Cashflow) shall not be double counting with EBITDA (and hence Cashflow) increases realised during such Relevant Period as a result of the acquisition and already included in EBITDA (and Cashflow).

Calculating EBITDA: For the avoidance of doubt, for the purposes of calculating EBITDA any profit achieved by any member of the Group as a result of a purchase, transfer or assignment of any Commitment or participation in any Utilisation under the Facilities Agreement shall not be taken into account.

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SCHEDULE 4

Events of Default

1.

1.1. Failure to pay subject to certain remedy periods depending on the reason for that failure to pay.

1.2. Misrepresentation subject to a 20 Business Days’ remedy period.

1.3. Other Obligations failure to comply with any financial covenants (subject to Equity Cure Rights and Cure) and failure to comply with other obligations subject to a 20 Business Days’ remedy period.

1.4. Cross default in excess of €5,000,000 (or its equivalent) in aggregate; any amount outstanding under the Senior Secured Notes is not paid when due or becomes due and payable before its original maturity by (event of) default; an event of default under and however described in the covenant agreement has occurred and is continuing.

1.5. Insolvency in relation to HoldCo or any Material Subsidiary.

1.6. Insolvency proceedings (receivership, administration, composition and arrangements, winding up) in relation to HoldCo or any Material Subsidiary in respect of claims of more than €5,000,000 (or its equivalent).

1.7. Creditors' process in excess of €5,000,000 (or its equivalent) subject to a 20 Business Days’ remedy period.

1.8. Similar events (regarding insolvency, insolvency proceedings and creditors’ process) elsewhere.

1.9. Unlawfulness and Invalidity subject to the Perfection Requirements, in a manner or to an extent which is reasonably likely to be materially adverse to the interests of the Finance Parties under the Finance Documents.

1.10. Cessation of Business by all or a substantial part of the Group (except pursuant to or in connection with any Permitted Disposal or a Sale).

1.11. Litigation which is reasonably likely to be resolved against the relevant member of the Group and if so resolved would reasonably be expected to have a Material Adverse Effect.

1.12. Intercreditor Deed breach in any material respects and if the position of the Finance Parties under the Finance Documents is materially and adversely prejudiced.

1.13. Audit qualification which has, or would reasonably be expected to have a Material Adverse Effect.

1.14. Material Adverse Effect.

1.15. Disposal of the ownership or perpetual rights to real property located in Poland.

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SCHEDULE 5

Permitted Acquisition and Pre-Approved Acquisition

“Permitted Acquisitions” means:

(a) any acquisition of shares in any member of the Group and any acquisition of a controlling stake in a Permitted Joint Venture;

(b) any acquisition that the Target Group is legally committed to make pursuant to arrangements existing at the Acquisition Closing Date; and

(c) any other acquisition where:

(i) the target is a business that is, taken as a whole, the same as or similar, complementary or related to the business of the Group and the acquisition is the acquisition of either the material assets of that business or a controlling stake in the entity that carries on (or owns) that business;

(ii) the financial statements or pro forma financial statements for the target business show that, on a Pro Forma Basis, for a period of a minimum of 12 months the target had positive EBITDA (having the meaning for these purposes as set out in Clause 24.9 (Definitions) save that the words “of the Group” shall be deemed to have been replaced with “of the relevant target” and references to the Relevant Period shall be deemed to refer to the relevant 12 month period referred to above);

(iii) if the consideration for that acquisition (to the extent not funded from the proceeds of a Permitted Equity Injection) exceeds €5,000,000 (or its equivalent) but does not exceed €10,000,000 (or its equivalent), the CFO has provided to the Agent a certificate confirming that the acquisition is not forecast to result in a breach of Clause 24 (Financial Covenants) in the following 12 months;

(iv) if the consideration for that acquisition (to the extent not funded from the proceeds of any Permitted Equity Injection) is more than €10,000,000 (or its equivalent), the CFO has provided to the Agent a 12 month look forward model of the financial covenants in Clause 24 (Financial Covenants) on a Pro Forma Basis showing that the pro forma consolidation of the acquired business is not forecast to result in a breach of any of the financial covenants in Clause 24 (Financial Covenants) in that period and that the Leverage Ratio for the Relevant Period ending on each Relevant Date that falls in the 12 months following that acquisition is not forecast to exceed the Leverage Ratio for the Group specified opposite that Relevant Date in the table below:

Column A Column B

30 June 2015 3.50:1.0030 September 2015 3.50:1.00

Thereafter 3.35:1.00

(v) if the consideration for that acquisition (to the extent not funded from the proceeds of a Permitted Equity Injection) exceeds €25,000,000 (or its equivalent) HoldCo has provided the Agent with the accounting and legal due diligence reports relating thereto that are obtained by HoldCo addressed to or capable of being relied upon by the Lenders (to the extent that it is customary for the relevant report providers to address their reports to the Lenders or otherwise provide reliance thereon and provided that the Lenders have agreed and entered into any required engagement, release and/or reliance letters with the relevant report providers);

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(vi) if and to the extent due diligence reports have been made available to any member of the Group in relation to the target, HoldCo has provided the Agent with copies of all such reports (for information only and only to the extent that it is customary for the relevant report providers to provide their reports to the Lenders and provided that the Lenders have agreed and entered into any required engagement and release letters with the relevant report providers);

(vii) (A) in the case of the first acquisition for a consideration that exceeds €75,000,000 (or its equivalent) in each financial year of the Group, either the Agent (acting on the instruction of the Majority Lenders) has given its prior consent to such acquisition or that consideration is funded at least to the extent that it exceeds €75,000,000 (or its equivalent) from the proceeds of any Permitted Equity Injection and the consideration for that acquisition does not exceed €100,000,000, in which case no such consent is required; or

(B) in the case of each subsequent acquisition for a consideration that exceeds €75,000,000 (or its equivalent) in that financial year (whether or not funded from the proceeds of any Permitted Equity Injection), the Agent (acting on the instructions of the Majority Lenders) has given its prior consent to such acquisition; or

(C) the acquisition is a Pre-Approved Acquisition;

(viii) notwithstanding paragraphs (c)(iii) to (vii) above, if the consideration on a debt free basis for that acquisition is funded entirely from the proceeds of any Permitted Equity Injection no consent is required, provided that the CFO has provided to the Agent a certificate confirming that the acquisition is not forecast to result in a breach of Clause 24 (Financial Covenants) in the following 12 months;

(ix) the CFO has provided to the Agent a certificate confirming the forecast annual Integration Costs of that acquisition. If the forecast Integration Costs of that acquisition, when aggregated with the forecast Integration Costs of other acquisitions pursuant to this paragraph (c) legally committed to by the Group in the then current financial year of the Group:

(A) exceed €15,000,000, the prior consent of the Agent (acting on the instructions of the Majority Lenders) to that acquisition (other than in relation to a Pre-Approved Acquisition) is required. For the purposes of this sub paragraph, Integration Costs of acquisitions pursuant to paragraph (c)(viii) above that are entirely funded from the proceeds of any Permitted Equity Injection shall not be subject to, or taken into account when calculating, this €15,000,000 limit; and

(B) exceed €10,000,000, the CFO’s certificate shall be accompanied by third party verification of the forecast Integration Costs of that acquisition (which, for the avoidance of doubt, could be included in the reports referred to in paragraphs (c)(v) or (vi) above);

(x) references to “consideration” in paragraphs (c)(iii) to (ix) above shall include any fees, expenses, transaction costs and the Integration Costs incurred by the Group for the purposes of making the relevant acquisition; and

(xi) that acquisition would not result in an immediate Event of Default; and

provided that in each case

(A) the maximum amount of any pro forma increase to EBITDA (and hence Cashflow) pursuant to Clause 24.7 (Pro Forma Basis) of this Agreement that may be taken into account in any Relevant Period by HoldCo as a result of a particular acquisition under this paragraph (c) will be limited to € 35,000,000 in the Relevant Period; for the avoidance of doubt, as set out in Clause 24.7 (Pro Forma Basis) of this Agreement, the actual amount of

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pro forma increase to EBITDA at the beginning of the Relevant Period will be reduced by any amount realised during such Relevant Period; and

(B) if any pro forma increase to EBITDA (and hence Cashflow) exceeds € 10,000,000 in relation to a particular acquisition under this paragraph (c), HoldCo will provide a verification of a reputable and internationally recognised due diligence provider which shall include its own independent analysis of the plausibility of and ability to realise the synergy effects and cost savings of the relevant pro forma increase projected by the management of HoldCo in relation to the relevant acquisition.

“Pre-Approved Acquisition” means each of not more than two acquisitions with a consideration of more than € 75,000,000 (or its equivalent) each, other than an acquisition pursuant to paragraph (c)(iii)(A) and (B) of the definition of Permitted Acquisitions, provided that the completion date of the second such acquisition is not less than 12 Months after the completion date for the first such acquisition.