Europcar Mobility Group Announces the Conclusion of an Amendment Agreement to the Lock-up Agreement Executed on November 25, 2020 - Seite 2

• any holders of the Senior Notes willing to backstop any instruments of new money or the RCF Refinancing shall commit to backstop in the same proportion all the financing instruments, being the New Money Equity under the Rights Issue and the Senior Noteholders Reserved Capital Increase, the Fleet Financing New Money, and the RCF Refinancing;
• such backstop undertaking is made by any holder of the Senior Notes, pro rata to its respective holdings in the Senior Notes as of November 25^th, 2020 (the “Record Date”) (calculated on the basis of the aggregate holdings held in the Senior Notes by all backstopping holders of the Senior Notes, including the members of Cross-Holders Coordinating Committee);
• such backstop undertaking shall be made by any holders of the Senior Notes during the Backstop Commitment Period. The Backstop Commitment Period will be opened from December, 7^th 2020 until 5 p.m. in London time December 18^th, 2020 (the “Backstop Commitment Period”); and,

- any holder of the Senior Notes has the option either (i) to commit to subscribe to the New Money instruments and/or the RCF Refinancing, for specific amounts, pursuant to the conditions described in the Initial Press Release or (ii) to undertake to backstop any remaining amount (for which no commitment would have been received) under all the New Money instruments and the RCF Refinancing under the terms and conditions above. As a consequence, the amended lock-up agreement will provide that any holders of the Senior Notes’ commitment to the backstop arrangements will automatically cancel any prior commitment to the Senior Noteholders Reserved Capital Increase and/or the New Senior Facilities and/or the Fleet Financing New Money and as a result, the second accession letter provided by such backstopping Senior Noteholder shall cancel and replace its first accession letter.

Execution of the Backstop Undertakings

Any holders of the Senior Notes having acceded to the lock-up agreement with a Backstop Undertaking shall fund any remaining amounts of the New Money Equity under the Rights Issue and the Senior Noteholders Reserved Capital Increase, the Fleet Financing New Money and the RCF Refinancing, pro rata to its respective holdings in the Senior Notes on the Record Date (calculated on the basis of the aggregate holdings held in the Senior Notes by all backstopping holders of the Senior Notes, including the members of Cross-Holders Coordinating Committee).