Under the Securities Exchange Act of 1934

(Amendment No. 6)*

China Biologic Products Holdings, Inc.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G21515104

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13-d1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) filed by 2019B Cayman, CCCP IV, CCP IV GP, CCPL and CCHL (collectively, the “Reporting Persons”) amends and supplements the Schedule 13D previously filed jointly with the SEC on June 18, 2018 (the “Initial Filing”) by CCRE Holdings Limited, CCMB and CCHL, as amended by Amendment No. 1 to the Initial Filing filed on August 27, 2018 by CCRE Holdings Limited, CCMB and CCHL (the “Amendment No. 1”), Amendment No. 2 to the Initial Filing filed on October 16, 2018 by CCCP IV, CCP IV GP, CCPL, CCHL and CCMB (the “Amendment No. 2”), Amendment No. 3 to the Initial Filing filed on October 31, 2018 (the “Amendment No. 3”) by CCCP IV, CCP IV GP, CCPL and CCHL, Amendment No. 4 to the Initial Filing filed on September 20, 2019 (the “Amendment No. 4”) by CCCP IV, CCP IV GP, CCPL and CCHL and Amendment No. 5 to the Initial Filing filed on January 24, 2020 by CCCP IV, CCP IV GP, CCPL and CCHL (the “Amendment No. 5,” together with the Initial Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Original Schedule 13D”), with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of China Biologic Products Holdings, Inc., a company organized under the laws of the Cayman Islands (the “Issuer”). The Reporting Persons entered into a joint filing agreement, dated as of April 8, 2020, a copy of which is filed with this Amendment No. 6 as Exhibit 1.

Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 6 have the respective meanings set forth in the Original Schedule 13D.

Item 2 is amended by replacing the Schedule A to the Original Schedule 13D with the Schedule A hereto and supplemented by adding the following:

2019B Cayman is an exempted company incorporated with limited liability under the laws of the Cayman Islands. Its principal business address is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong. Its principal business is investment holdings.

During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On March 30, 2020, CCCP IV transferred 2,477,335 Ordinary Shares to its wholly-owned subsidiary, 2019B Cayman, for an aggregate purchase price of US$214 million. The source of fund is funding from an affiliate.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a), (b) The following table sets forth the beneficial ownership of Ordinary Shares of the Issuer by each of the Reporting Persons as of the date hereof. 

CCCP IV is the parent company of 2019B Cayman and may be deemed to have beneficial ownership of the securities held of record and deemed to be beneficially owned by 2019B Cayman.

Each of CCPL and CCHL may be deemed to beneficially own the Ordinary Shares beneficially owned by CCCP IV, however each such Reporting Person hereby expressly disclaims such beneficial ownership except to the extent of its pecuniary interest therein.

Because of the arrangements in the Consortium Agreement, the parties to that agreement are deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act, and such “group” is deemed to beneficially own an aggregate of 26,374,631 Ordinary Shares, which represents approximately 68.5% of the total number of Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Form 20-F filed with the SEC by the Issuer on March 12, 2020. Neither the filing of this Amendment No. 6 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Ordinary Shares beneficially owned in the aggregate by other members of the Buyer Consortium and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c)       To the best of the Reporting Persons’ knowledge, except as set forth herein, there have been no transactions effected with respect to any Ordinary Shares during the past 60 days by any of the persons named in response to Item 5(a)-(b).

(d)       To the best knowledge of the Reporting Persons, except as set forth herein, no person (other than the Reporting Persons) is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Amendment No. 6.

(e)       Not applicable. 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following before the last paragraph thereof:

The source of funds of 2019B Cayman for the transactions contemplated under its January 2020 SPA will be primarily from revolving credit facilities of CCCP IV provided by a third-party financial institution. CCCP IV obtained the revolving credit facilities from a third-party commercial bank for general working capital purposes and to facilitate investments made by CCCP IV in accordance with the terms of its partnership agreement.

On January 16, 2020, CCCP IV, as borrower, and CCP IV GP, as general partner, entered into a revolving facilities agreement (the “Revolving Facilities Agreement”) with SOCIÉTÉ GÉNÉRALE, as original lender. The Revolving Facilities Agreement provides for a US$170,000,000 committed revolving credit facility (“Facility A”) and a US$180,000,000 uncommitted revolving credit facility (“Facility B”, and together with Facility A, the “Revolving Facilities”), with a maturity date of January 15, 2021, which, upon CCCP IV’s request and subject to certain conditions, may be extended to January 15, 2022. Borrowings under the Revolving Facilities are subject to customary conditions. The Facilities are secured by undrawn capital commitments of the limited partners of CCCP IV (including the right to call for such capital commitments) and a deposit account for the purposes of receiving capital contributions from the limited partners of CCCP IV, among other things.

Borrowings under each of the Revolving Facilities will bear interest at a rate per annum equal to the sum of (i) LIBOR for the relevant interest period, which may be, as selected by the borrower, one (1) week, two (2) weeks, one (1) month, two (2) months, three (3) months or six (6) months or any other period agreed to by the parties, and (ii) an applicable margin. All payments of principal and interest with respect to the Revolving Facilities will be due and payable as specified in the Revolving Facilities Agreement. CCCP IV intends to repay the borrowings under the Revolving Facilities with capital under the management of its affiliate. The Revolving Facilities Agreement contains representations and warranties, affirmative and negative covenants, including financial maintenance covenants, and events of default, that CCCP IV believes are usual and customary for such credit facilities.

The foregoing summary of the Revolving Facilities Agreement does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Agreement itself, a copy of which is attached hereto as Exhibit 5 and incorporated herein by reference in its entirety.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following after the last paragraph thereof:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 8, 2020

[Signature page to the Amendment No. 6 to Schedule 13D]

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all additional amendments thereto) with respect to the ordinary shares of China Biologic Products Holdings, Inc. and further agree that this joint filing agreement (this “Agreement”) shall be included as an Exhibit to such joint filing. Each person further agrees as follows:

1. Each person executing this Agreement is responsible for the timely filing of such Schedule 13D and any subsequent amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but no person executing this Agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

2. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 8, 2020.

[Signature page to Schedule 13D Joint Filing Agreement]

Exhibit 5

Portions of this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted materials have been separately provided to the Securities and Exchange Commission, and the redacted portions have been marked at the appropriate places with three asterisks inside of brackets “[***]”

	Execution Version
USD350,000,000 Revolving Facilities Agreement   CITIC CAPITAL CHINA PARTNERS IV, L.P.   as Borrower   CCP IV GP LTD.   as General Partner   and   Société Générale, Hong Kong Branch   as Lender
16 January                  2020

CONTENTS

THIS AGREEMENT is made on 16 January 2020

between:

The Parties agree as follows:

In this agreement:

"Acceptable Bank" means:

"Account Bank" means:

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

"Anti-Corruption Laws" means the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 and any similar laws or regulations in any jurisdiction relating to bribery, corruption or any similar practices;

"Assignment over Capital Calls" means the security assignment deed dated on or about the date of this agreement and granted by the Borrower and the General Partner over the Undrawn Capital Commitments of all Investors and the right to call for Undrawn Capital Commitments of all Investors under the Fund Documents;

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

"Availability Period" means the period from and including the date of this agreement to and including the date 30 days prior to the Termination Date;

"Available Commitment" means at any time the Commitments minus:

other than any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date;

"Available Facility" means at any time, the lesser of:

"Blocking Law" means:

"Borrowing Base" means, at the relevant time, an amount equal to:

minus

"Borrowing Base Certificate" means a borrowing base certificate prepared by the Borrower substantially in the form set out in ‎schedule 7 (Form of Borrowing Base Certificate) or any other form agreed between the Borrower and the Lender to include the following information:

"Borrowing Base Deficit" means the Borrowing Base Deficit Amount is zero or more;

"Borrowing Base Deficit Amount" means, at the relevant time, an amount equal to the Total Financial Indebtedness minus the Borrowing Base;

"Break Costs" means the amount (if any) by which:

exceeds:

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Hong Kong and in relation to any date for the payment or purchase of dollars, New York;

"Call Notice" has the meaning given to the term "Funding Notice" in the Partnership Agreement;

"Capital Commitment" has the meaning given to the term "Commitment" in the Partnership Agreement;

"Capital Contributions" has the meaning given to the term "Capital Contribution" in the Partnership Agreement;

"Cash Equivalent Investments" means at any time:

to the extent that investment can be turned into cash on not more than 30 days' notice; or

in each case, to which the relevant Obligor is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than the Transaction Security);

"CITIC Capital" means CITIC Capital Holdings Limited, a company incorporated under the laws of Hong Kong with company registration number [***];

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

"Code" means the US Internal Revenue Code of 1986;

"Commitment" means the Facility A Commitment or the Facility B Commitment;

"Companies Law" Companies Law (2020 Revision) (as amended) of the Cayman Islands;

"Compliance Certificate" means a certificate substantially in the form set out in ‎schedule 4 (Form of Compliance Certificate);

"Concentration Limit" means:

"Confidential Information" means all information relating to the Borrower, any other Obligor, the Fund Documents, the Finance Documents or the Facilities of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or the Facilities from any Obligor or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Lender;

"Controlled Group" means a corporation, trade or business that is, along with the Borrower, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Section 414 of the Internal Revenue Code or Section 4001 of ERISA;

"Default" means an Event of Default or any event or circumstance specified in clause ‎24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

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

"Defaulting Limited Partner" has the meaning given to that term in section 3.7(a) of the Partnership Agreement;

"Deposit Account" means the bank account maintained by the Borrower with the Account Bank with account number [***] for the purpose of receiving all Capital Contributions and other amounts received by or on behalf of the Borrower from the Investors pursuant to the terms of the Fund Documents and which is pledged to the Lender pursuant to the Pledge over Account;

"Deposit Account Control Agreement" means the deposit account control agreement dated on or about the date of this agreement in respect of the bank account subject to the Pledge over Account between the relevant Account Bank, the Borrower and the Lender;

"Designated Investor" means an Investor which is not an Included Investor but has been approved by the Lender as a Designated Investor;

"Disruption Event" means either or both of:

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

"Eligible Institution" means the Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower and which, in each case, is not an Affiliate of the Borrower;

"Event of Default" means any event or circumstance specified as such in clause ‎24 (Events of Default);

"Eligible Investors" means, at any time, an Included Investor or a Designated Investor which is not an Excluded Investor;

"Eligible Undrawn Commitment" means, in relation to each Investor, its Undrawn Capital Commitment provided always that:

"ELP Law" is the Exempted Limited Partnership Law (2018 Revision) (as amended) of the Cayman Islands;

"ERISA" is the Employee Retirement Income Security Act of 1974, as amended, and its regulations ;

"Excluded Investor" means any Investor:

"Existing Facility" means the Financial Indebtedness incurred by the Borrower under the loan and security agreement dated 22 December 2016 as amended on 18 January 2018, 17 September 2018, 4 September 2019 and 13 December 2019 entered into between, among others, the Borrower and the Existing Facility Lender;

"Existing Facility Lender" means Silicon Valley Bank;

"Existing Security" means the Security created in respect of the Borrower's assets and rights under the loan and security agreement dated 22 December 2016 as amended on 18 January 2018, 17 September 2018, 4 September 2019 and 13 December 2019 entered into between, among others, the Borrower and the Existing Facility Lender;

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

"Extended Termination Date" means the date falling 24 Months from date of this agreement;

"Facility" means Facility A or Facility B;

"Facility A" means the committed revolving credit facility made available under this agreement as described in clause ‎2.1(a) (The Facilities);

"Facility A Commitment" means being up to USD170,000,000 at the date of this agreement to the extent not cancelled, reduced or transferred by it under this agreement;

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

"Facility B" means the uncommitted revolving credit facility made available under this agreement as described in clause ‎2.1(b) (The Facilities);

"Facility B Commitment" means being up to USD180,000,000 at the date of this agreement, to the extent not cancelled, reduced or transferred by it under this agreement;

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

"Facility Office" means the office or offices through which the Lender will perform its obligations under this agreement;

"Fair Market Value" has the meaning given to the term "Fair Market Value" in the Partnership Agreement;

"FATCA" means:

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA;

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction;

"Finance Document" means:

"Financial Indebtedness" means any indebtedness for or in respect of:

any liability in release of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

"Fund Documents" means:

"Funding Rate" means any individual rate notified by the Lender to the Borrower pursuant to clause ‎13.4 (Cost of Funds);

"GAAP" means the generally accepted accounting principles in US;

"Group" means the Borrower and its Subsidiaries;

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary;

"Included Investor" means an Investor which has been approved as an "Included Investor" by the Lender, a list of which as at the date of this agreement is set out in ‎schedule 8 (Existing Included Investors);

"Indirect Tax" means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

"Initial Termination Date" means the date falling 12 Months from date of this agreement;

"Interest Period" means, in relation to a Loan, each period determined in accordance with clause ‎12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause ‎11.3 (Default Interest);

"Interpolated Screen Rate" means, in relation to any Loan, the rate (rounded to four (4) decimal places) which results from interpolating on a linear basis between:

each as of the Specified Time for the currency of that Loan;

"Investment Period" has the meaning given to the term "Commitment Period" in the Partnership Agreement;

"Investment Management Agreements" means:

"Investment Management Agreement (Borrower)" means the investment management agreement dated [***] between the Investment Manager and the Borrower;

"Investment Manager" means [***];

"Investments" means an investment made or to be made by or on behalf of the Borrower in accordance with the terms of the Partnership Agreement and investment objectives set out in the Fund Documents;

"Investors" means each of the Limited Partners approved by the Lender which has committed to invest in the Borrower;

"Key Person" means [***];

"Legal Reservations" means:

"Lender" means:

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

"Letter of Credit" means:

"Letter of Credit Rate" means, subject to clause ‎5 (Extension Option):

"LIBOR" means, in relation to any Loan:

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

"Limited Partner" has the meaning given to the term "Limited Partner" in the Partnership Agreement.

"London Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business including dealings in interbank deposits in London;

"LMA" means the Loan Market Association;

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

"Management Fee" has the meaning given to that term in section 4.3(a) of the Partnership Agreement;

"Margin" means, subject to clause ‎5 (Extension Option):

"Market Disruption Event" means, at or before 5:00 p.m. on the Quotation Day, the cost to the Lender of funding the Facility from whatever source it may select would be in excess of LIBOR;

"Material Adverse Effect" means a material adverse effect on:

"Month" means a period starting on one (1) day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The rules above will only apply to the last Month of any period;

"New Lender" has the meaning given to that term in clause ‎25 (Changes to the Lenders);

"Obligor" means the Borrower or the General Partner;

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

"Original Financial Statements" means:

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated or formed as at the date of this agreement;

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

"Partnership Agreement" means the Amended and Restated Agreement of Exempted Limited Partnership of CITIC Capital China Partners IV, L.P., dated [***] and made between the General Partner and [***], as amended by the Partnership Agreement (No. 1 Amendment), each in the forms delivered to the Lender pursuant to clause ‎4.1 (Initial conditions precedent);

"Partnership Agreement (No. 1 Amendment)" means the Amendment No.1 to the Partnership Agreement dated [***] made between the General Partner and each Limited Partner referred to therein;

"Party" means a party to this agreement;

"Perfection Requirements" means the making or procuring of appropriate registrations, filings, endorsements, notarisations, stampings and/or notifications of the Transaction Security Documents and/or the Transaction Security customary or necessary for the enforceability, fixing of priority, or production in evidence of the relevant Transaction Security Document and/or Transaction Security;

"Permitted Affiliate Transactions" means any transactions with an Affiliate that is expressly permitted by the Partnership Agreement and the relevant side letters entered with the Investors;

"Permitted Financial Indebtedness" means:

"Permitted Investments" means:

"Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), including any single-employer plan or multiemployer plan (as such terms are defined in Section 4001(a)(15) and in Section 4001(a)(3) of ERISA, respectively), that is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code;

"Plan Asset Regulation" means the U.S. Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, as modified in application by Section 3(42) of ERISA;

"Pledge over Account" means the pledge over the Deposit Account to be granted by the Borrower as pledger in favour of the Lender in form and substance satisfactory to the Lender;

"Power of Attorney" means the security power of attorney granted by each Obligor to the Lender in substantially the form set out in Schedule 2 to the Assignment over Capital Calls or such other form acceptable of the Lender;

"Quotation Day" means:

"Recallable Distributions" means the Capital Contributions recallable pursuant to section 5.2 of the Partnership Agreement;

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

"Reference Bank Quotation" means any quotation supplied to the Lender by a Reference Bank;

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four (4) decimal places) as supplied to the Lender at its request by the Reference Banks:

the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or

"Reference Banks" means the entities appointed by the Lender in consultation with the Borrower;

"Release Agreement" means a release agreement dated on or about the first Utilisation Date in connection with the release of the Existing Security in respect of the Obligors;

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

"Relevant Market" means the London interbank market;

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board;

"Repayment Date" means the earlier of:

"Renewal Request" means a written notice delivered to the Lender in accordance with clause ‎7.6 (Renewal of a Letter of Credit);

"Repeating Representations" means each of the representations set out in clause ‎20 (Representations) except for clause ‎20.8 (Deduction of Tax) and clause ‎20.9 (No filing or stamp taxes);

"Replacement Benchmark" means a benchmark rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph ‎(ii) above;

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian;

"Rollover Loan" means one (1) or more Loans:

"Sanctioned Person" means any person who is a designated target of Sanctions or is otherwise a subject of Sanctions (including without limitation as a result of being (a) owned or controlled directly or indirectly by any person which is a designated target of Sanctions, or (b) organised under the laws of, or a citizen or resident of, any country that is subject to general or country-wide Sanctions);

"Sanctioned State" is any country, state or sovereign entity that is subject to a country sanctions program administered or enforced by OFAC, any agency thereof or any person domiciled in or controlled thereby;

"Sanctions" means any economic or financial sanctions, trade embargoes or similar measures enacted, administered or enforced by any of the following (or by any agency of any of the following):

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the Borrower;

"Screen Rate Replacement Event" means, in relation to a Screen Rate:

"Secured Obligations" means all obligations at any time due, owing or incurred by any Obligor to any Secured Party under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity);

"Secured Parties" means the Lender from time to time party to this agreement and any Receiver or Delegate;

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

"Specified Time" means a day or time determined in accordance with ‎schedule 5 (Timetables);

"Subscription Agreement" means each subscription agreement entered into between the Borrower and the Investors pursuant to which the Investors commit to capital to the Borrower;

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

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007;

"TARGET Day" means any day on which TARGET2 is open for the settlement of payments in euro;

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

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

"Termination Date" means

"Total Borrowing Amount" means, at any time, an amount equal to the lesser of:

"Total Financial Indebtedness" means the aggregate amount of all the outstanding Financial Indebtedness of the Borrower;

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

"Transaction Security Documents" means each of:

"Undrawn Capital Commitments" has the meaning given to the term "Available Commitment" in the Partnership Agreement;

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

"US" means the United States of America;

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

"Utilisation Date" means the date of a Utilisation, being the date on which a Loan is to be made or the relevant Letter of Credit is to be issued;

"Utilisation Rate" means, in relation to any day, the ratio, expressed as a percentage, of the aggregate amount of the outstanding Loans at close of business on that day (or, if any such day shall not be a Business Day, at such close of business on the immediately preceding Business Day) to the Commitments at close of business on that day (or if any such day shall not be a Business Day, at such close of business on the immediately preceding Business Day); and

"Utilisation Request" means a notice substantially in the relevant form set out in ‎schedule 3 (Utilisation Request).

and the amount by which a Letter of Credit is repaid or prepaid under paragraph ‎(i) above is the amount of the relevant reduction or cancellation.

"USD" and "dollars" denote the lawful currency of the United States of America.

The Borrower shall apply all amounts borrowed by it under the Facilities to provide funding and other accommodation:

and in each case in accordance with the Fund Documents.

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this agreement.

The Borrower may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in ‎schedule 2 (Conditions Precedent) in form and substance satisfactory to it. The Lender shall notify the Borrower promptly upon being so satisfied.

The Lender will only be obliged to comply with clause ‎6.4 (Utilisation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

The Borrower may utilise the Facilities by delivery to the Lender of a duly completed Utilisation Request not later than the Specified Time, provided that in respect of Facility B only, the Borrower has, on a best effort basis, given prior written notice to the Lender of the proposed Utilisation at least 10 Business Days prior to the proposed Utilisation Date.

If the conditions set out in this agreement have been met, the Lender shall make each Loan available by the Utilisation Date through its Facility Office.

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

The Borrower may request a Letter of Credit to be issued by delivery to the Lender of a duly completed Utilisation Request not later than the Specified Time, provided that in respect of Facility B only, the Borrower has, on a best effort basis at least 10 Business Days prior to the proposed Utilisation Date, and in any event no later than 3 Business Days prior to the proposed Utilisation Date, given prior written notice to the Lender of the proposed Utilisation.

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that requested the issue of that Letter of Credit shall repay or prepay that amount immediately.

  gross negligence or wilful misconduct) in acting as the Lender under any Letter of Credit requested by the Borrower.

No Obligor will be entitled to any right of contribution or indemnity from the Lender in respect of any payment it may make under this clause ‎8.

the aggregate amount of the new Loans shall, unless the Borrower notifies the Lender to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Loan so that:

If (A) it is or becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this agreement or to fund, issue or maintain any Utilisation or it becomes unlawful for any Affiliate of the Lender to do so or (B) any member of the Group is or becomes a Sanctioned Person:

If a Borrowing Base Deficit occurs:

The Borrower to which a Utilisation has been made may, if it gives the Lender not less than five (5) Business Days' (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of a Utilisation (but if in part, being an amount that the Utilisation by a minimum amount of USD500,000).

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.

If before close of business in London on the Quotation Day for the relevant Interest Period, the Lender notifies the Borrower that a Market Disruption Event has occurred, then clause ‎13.4 (Cost of Funds) shall apply to that Loan for the relevant Interest Period.

"Commitment Period" means each successive period of three (3) Months from the date of this agreement, provided that the final period shall end on the earlier of:

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated;

The Borrower shall:

"Basel III" means

the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

"CRD IV" means:

"Increased Costs" means:

in each case which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into the Commitments or funding or performing its obligations under any Finance Document.

Clause ‎16.1 (Increased costs) does not apply to the extent any Increased Cost is:

that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between:

The Borrower shall promptly on demand pay the Lender the amount of all costs and expenses (excluding legal fees) reasonably incurred by the Lender in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

If:

the Borrower shall, within five (5) Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

The Borrower shall, within five (5) Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against the Lender as a consequence of taking or holding the Transaction Security or enforcing these rights.

Each Obligor makes the representations and warranties set out in this clause ‎20 (in respect of itself) to the Lender on the date of this agreement.

Subject to the Legal Reservations:

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting by it of the Transaction Security (as applicable) do not and will not conflict with:

in each case other than (a) above where such conflict has or is reasonably likely to have a Material Adverse Effect.

have been obtained or effected and are in full force and effect.

No:

has been taken or, to its best knowledge and belief, threatened in writing in relation to it and none of the circumstances described in clause ‎24.6 (Insolvency) applies to it.

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to the Lender.

Subject to the Perfection Requirements, under the law of the Relevant Jurisdictions, it is not necessary that the Finance Documents to which it is a party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, save that stamp duty will be payable on any Finance Document that is executed in, brought into or admitted in evidence in a court of, the Cayman Islands.

All of the information provided by each Obligor to the Lender under this agreement (including under clause ‎21 (Information Undertakings)) is true and complete, and it is not aware of any information which, if it had been disclosed to the Lender, could have altered the decision of the Lender to enter into this agreement and grant the financing.

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies or other entities generally.

No Obligor has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

It is fully compliant with:

Subject to the Perfection Requirements, the Transaction Security has or will have first ranking priority (after the Existing Security has been released) and it is not subject to any prior ranking or pari passu ranking Security other than the Existing Security.