CONFORMED COPY AGENCY AGREEMENT DATED 11 April 2019 AUTOLIV, INC. as Issuer AUTOLIV ASP, INC. as Guarantor relating to EUR 3,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME

CONFORMED COPY

AGENCY AGREEMENT

DATED 11 April 2019

AUTOLIV, INC.

as Issuer

AUTOLIV ASP, INC.

as Guarantor

relating to

EUR 3,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

▇▇▇▇▇ & ▇▇▇▇▇ LLP

1.

Definitions and Interpretation1

2.

Appointment of Agents7

3.

Issue of Global Notes8

4.

Exchange of Global Notes9

5.

Terms of Issue9

6.

Payments10

7.

Determinations and Notifications in respect of Notes and Interest Determination12

8.

Notice of any Withholding or Deduction13

9.

Other Duties of the ▇▇▇▇▇▇▇▇▇▇▇

▇▇.

Duties of the Transfer Agents15

11.

Regulations for Transfers of Notes15

12.

Duties of the Agents in connection with Early Redemption16

13.

Receipt and Publication of Notices16

14.

Cancellation of Notes17

15.

Issue of Replacement Notes18

16.

Copies of Documents Available for Inspection18

17.

Meetings of Noteholders18

18.

Commissions and Expenses19

19.

Indemnity19

20.

Responsibility of the Agents20

21.

Conditions of Appointment21

22.

Communications between the Parties23

23.

Changes in Agents23

24.

Communications25

25.

Taxes and Stamp Duties25

26.

Amendments25

27.

Contracts (Rights of Third Parties) Act 199926

28.

Governing Law and submission to Jurisdiction26

29.

General27

30.

Contractual Recognition of Bail-in27

1.

Form of Calculation Agency Agreement29

2.

Terms and Conditions of the Notes37

3.

Form of Deed of Covenant38

4.

Form of Put Notice43

5.

Form of Change of Control Exercise Notice44

6.

Provisions for Meetings of Noteholders45

7.

Forms of Global and Definitive Notes53

Part 1

Forms of Global Notes53

Part 2

Form of Definitive Note57

8.

Register and Transfer of Notes60

9.

Form of Guarantee62

10.

Additional duties of the Fiscal Agent and the Registrar67

(1)

AUTOLIV, INC. (the Issuer);

(2)

AUTOLIV ASP, INC. (the Guarantor);

(3)

HSBC BANK PLC (the Fiscal Agent and the Paying Agent which expression shall include any successor fiscal agent or, as the case may be, any successor Paying Agent, in each case, appointed under clause 23); and

(4)

HSBC BANK PLC (the Registrar and the Transfer Agent which expression shall include any successor registrar or, as the case may be, any successor Transfer Agent, in each case, appointed under clause 23).

1.

Definitions and Interpretation

1.1

In this Agreement:

(a)

to change the date, or the method of determining the date, for payment of principal, interest or any other amount in respect of the Notes, to reduce or cancel the amount of principal, interest or any other amount payable on any date in respect of the Notes or to change the method of calculating the amount of principal, interest or any other amount payable in respect of the Notes on any date;

(b)

modifying any provision of the Guarantee;

(c)

to change the relevant currency in which any amount due in respect of the Notes is payable;

(d)

to change the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution or any other resolution of Noteholders or the number or percentage of votes required to be cast, or the number or percentage of Notes required to be held, in connection with the taking of any decision or action by or on behalf of the Noteholders or any of them;

(e)

to change this definition, the definition of "Extraordinary Resolution", the definition of "outstanding" or the definition of "Written Resolution" in the Conditions or in this Agreement;

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(f)

to change or waive the provisions of the Notes set out in Condition 4 (Negative Pledge);

(g)

to change the law governing the Notes, the courts to the jurisdiction of which the Issuer has been submitted in the Notes, the Issuer's obligation to maintain an agent for service of process in England, in respect of actions or proceedings brought by any Noteholder, set out in Condition 17 (Governing Law and Submission to Jurisdiction);

(h)

to approve any exchange or substitution of the Notes for, or the conversion of the Notes into, any other obligations or securities of the Issuer or any other person; or

(i)

in connection with any proposed exchange, substitution or conversion of the type referred to in subparagraph (h) to amend any of the provisions of the Notes describing circumstances in which Notes may be redeemed or declared due and payable prior to their scheduled maturity date;

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(a)

those Notes which have been redeemed and cancelled pursuant to the Conditions;

(b)

those Notes in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including all interest (if any) accrued to the date for redemption and any interest (if any) payable under the Conditions after that date) have been duly paid to or to the order of the Fiscal Agent in the manner provided in this Agreement (and where appropriate notice to that effect has been given to the Noteholders in accordance with the Conditions) and remain available for payment of the relevant Notes;

(c)

those Notes which have been purchased and cancelled in accordance with the Conditions;

(d)

those Notes in respect of which claims have become prescribed under the Conditions;

(e)

those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacements have been issued under the Conditions;

(f)

(for the purpose only of ascertaining the nominal amount of the Notes outstanding and without prejudice to the status for any other purpose of the relevant Notes) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued under the Conditions; and

(g)

any Global Note to the extent that it has been exchanged for Definitive Notes and any Definitive Note to the extent it has been exchanged for an interest in a Global Note,

(i)

the right to attend and vote at any meeting of the Noteholders of the Series or the right to sign or authorise the signature of any Written Resolution (as defined in Schedule 6), or passing any Extraordinary Resolution (as defined in Schedule 6) by way of electronic consents given through the relevant clearing systems as envisaged by Schedule 6; and

(ii)

Condition 14 (Meetings of Noteholders and Modifications) and paragraphs 4.1, 4.4 and 4.6 of Schedule 6,

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(i)

whose affairs and policies the first person controls or has power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second person or otherwise; or

(ii)

whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first person;

1.2

(a)In this Agreement, unless the contrary intention appears, a reference to:

(i)

an amendment includes a supplement, restatement or novation and amended is to be construed accordingly;

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(ii)

a person includes any individual, company, unincorporated association, government, state agency, international organisation or other entity and, in all cases, includes its successors and assigns;

(iii)

the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customer's interest in the Notes;

(iv)

a provision of a law is a reference to that provision as extended, amended or re-enacted;

(v)

a clause or Schedule is a reference to a clause of, or a schedule to, this Agreement;

(vi)

a document is a reference to that document as amended from time to time; and

(vii)

a time of day is a reference to London time.

(b)

The headings in this Agreement do not affect its interpretation.

(c)

Terms and expressions defined in the Programme Agreement or the Notes or used in the applicable Pricing Supplement shall have the same meanings in this Agreement, except where the context otherwise requires or unless otherwise stated.

(d)

All references in this Agreement to costs or charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof.

(e)

All references in this Agreement to Notes shall, unless the context otherwise requires, include any Global Note representing the Notes.

(f)

All references in this Agreement to principal and/or interest or both in respect of the Notes or to any moneys payable by the Issuer and/or the Guarantor under this Agreement shall be construed in accordance with Condition 6 (Payments).

(g)

All references in this Agreement to the relevant currency shall be construed as references to the currency in which payments in respect of the Notes are to be made.

(h)

All references in this Agreement to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Fiscal Agent or as otherwise specified in Part B of the applicable Pricing Supplement.

(i)

All references in this Agreement to a Directive include any relevant implementing measure of each Member State of the European Economic Area which has implemented such Directive.

1.3

For the purposes of this Agreement, the Notes of each Series shall form a separate series of Notes and the provisions of this Agreement shall apply mutatis mutandis separately and independently to the Notes of each Series and in this Agreement the expressions Notes, Noteholders, and related expressions shall be construed accordingly.

1.4

As used herein, in relation to any Notes which are to have a "listing" or be "listed" on Euronext Dublin, or any other Stock Exchange in a jurisdiction where admission to listing is approved and announced by a regulatory authority other than that Stock Exchange itself, listing and listed shall be construed to mean that such Notes have been admitted to the Official List and admitted to trading on

6

the Global Exchange Market of Euronext Dublin (the Market) or the relevant list of such other regulatory authority and admitted to trading on such Stock Exchange’s market for listed securities, respectively. The Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU).

2.

Appointment of Agents

2.1

The Fiscal Agent is appointed, and the Fiscal Agent agrees to act, as Fiscal agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes:

(a)

giving effectuation instructions in respect of each Global Note which is held under the NSS;

(b)

determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the applicable Pricing Supplement;

(c)

arranging on behalf of and at the expense of the Issuer and/or the Guarantor for notices to be communicated to the Noteholders in accordance with the Conditions;

(d)

ensuring that, as directed by the Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme;

(e)

subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may require;

(f)

acting as Calculation Agent in respect of Notes where named as such in the applicable Pricing Supplement; and

(g)

performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum.

2.2

In the event that the Calculation Agent cannot act or is unable to act, the Calculation Agent shall notify the Issuer promptly, and on receipt of such notice the Issuer shall appoint an alternative institution as Calculation Agent, by entering into an agreement substantially in the form set out in Schedule 1.

2.3

Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes and performing all other obligations and duties imposed upon it by the Conditions and this Agreement.

2.4

Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement.

2.5

The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes:

(a)

completing, authenticating and delivering Global Notes and delivering Definitive Notes;

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(b)

paying sums due on Notes; and

(c)

performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9.

2.6

In relation to each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Fiscal Agent to elect Euroclear/Clearstream, Luxembourg as Common Safekeeper.  From time to time, the Issuer and the Fiscal Agent may agree to vary this election.  The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it.

2.7

The obligations of the Agents under this Agreement are several and not joint.

3.

Issue of Global Notes

3.1

Subject to subclause 3.3, following receipt of a faxed copy of the applicable Pricing Supplement signed by the Issuer and the Guarantor, the Issuer authorises the Fiscal Agent and the Registrar and each of the Fiscal Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum.

3.2

For the purpose of subclause 3.1, the Fiscal Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement that a Global Note will represent the Notes on issue:

(a)

(in the case of the Registrar) prepare a Global Note by attaching a copy of the applicable Pricing Supplement to a copy of the relevant signed master Global Note;

(b)

(in the case of the Registrar) authenticate (or procure the authentication of) the relevant Global Note;

(c)

(in the case of the Registrar) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeeper, the Global Note to the specified Common Safekeeper and in the case of a Global Note which is held under the NSS, to instruct the Common Safekeeper to effectuate the same; and

(d)

(in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series.

3.3

Each of the Fiscal Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds (as applicable):

(a)

a master Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Global Note in accordance with subclause 3.2; and

(b)

signed copies of the applicable Pricing Supplement.

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3.4

Each of the Issuer and the Guarantor undertakes to ensure that the Fiscal Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner.

4.

Exchange of Global Notes

4.1

Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Fiscal Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:

(a)

to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and

(b)

to deliver the Definitive Notes as the Registrar may be directed by the holder of the Definitive Notes.

4.2

Upon any exchange of the Global Note for Definitive Notes, the relevant Global Note(s) shall be presented to the Registrar.  The Registrar is authorised on behalf of the Issuer to (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Global Note(s) and (b) to cancel or arrange for the cancellation of the relevant Global Note.

4.3

The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.

4.4

The Issuer undertakes to deliver to the Fiscal Agent and the Registrar sufficient numbers of executed Definitive Notes to enable each of the Fiscal Agent and the Registrar to comply with its obligations under this Agreement.

5.

Terms of Issue

5.1

Each of the Fiscal Agent and the Registrar shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that Notes are issued only in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.

5.2

Subject to the procedures set out in the Procedures Memorandum, for the purposes of clause 3, each of the Fiscal Agent and the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be) an Authorised Person as sufficient instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with clause 3.

5.3

In the event that a person who has signed a master Global Note or master Definitive Note held by the Fiscal Agent or the Registrar, as the case may be, on behalf of the Issuer ceases to be an Authorised Person, each of the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Notes signed by that person, and the Issuer warrants to each of the Fiscal Agent and the Registrar that those Notes shall be valid and binding obligations of the Issuer.  Promptly upon any person ceasing to be an Authorised Person, the Issuer shall provide the Registrar with replacement master Global Notes and Definitive Notes and the Registrar shall, upon receipt of such replacements, cancel and destroy the master Global Notes held by it which are signed by that person and shall provide the Issuer with a certificate of destruction, specifying the master Global Notes so cancelled and destroyed.

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5.4

The Fiscal Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Fiscal Agent to Euroclear and/or Clearstream, Luxembourg.

5.5

If the Fiscal Agent pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the Issuer, the Issuer shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent of the Payment at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer.  For the avoidance of doubt, the Fiscal Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer.

5.6

Except in the case of issues where the Fiscal Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Fiscal Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after the Issue Date, the Fiscal Agent will continue to hold the Defaulted Note to the order of the Issuer.  The Fiscal Agent shall notify the Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the Issuer immediately on receipt from the Dealer of the full purchase price in respect of any Defaulted Note and (b) pay to the Issuer the amount so received.

6.

Payments

6.1

The Issuer or, failing the Issuer, the Guarantor shall, by no later than 10.00 a.m. (local time in the relevant financial centre of the payment or, in the case of a payment in euro, London time), on each date on which any payment in respect of any Note becomes due under the Conditions, transfer to an account specified by the Fiscal Agent an amount in the relevant currency sufficient for the purposes of the payment in funds settled through such payment system as the Fiscal Agent and the Issuer may agree.

6.2

Any funds paid by or by arrangement with the Issuer to the Fiscal Agent under subclause 6.1 shall be held in the relevant account referred to in subclause 6.1 for payment to the Noteholders until any Notes become void under Condition 9 (Prescription).  In that event the Fiscal Agent shall repay to the Issuer sums equivalent to the amounts which would otherwise have been repayable on the relevant Notes.

6.3

The Issuer or, as the case may be, the Guarantor shall ensure that, before 10.00 a.m. (London time) on the second Business Day (as defined below) immediately preceding the date on which any payment is to be made to the Fiscal Agent under subclause 6.1, the Fiscal Agent shall receive a copy of an irrevocable payment instruction to the bank through which payment is to be made.  For the purposes of this subclause, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the United States of America and the United Kingdom.

6.4

The Fiscal Agent shall notify each of the other Paying Agents, the Registrar and the Issuer and the Guarantor forthwith:

(a)

if it has not by the relevant date set out in subclause 6.1 received unconditionally the full amount in the Specified Currency required for the payment; and

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(b)

if it receives unconditionally the full amount of any sum payable in respect of the Notes after such date.

6.5

Subject to the Fiscal Agent being satisfied in its sole discretion that payment will be duly made as provided in clause 7.1, the Fiscal Agent or the relevant Paying Agent shall pay or cause to be paid all amounts due in respect of the Notes on behalf of the Issuer in the manner provided in the Conditions.  If any payment provided for in subclause 6.1 is made late but otherwise in accordance with the provisions of this Agreement, the Fiscal Agent and each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment.

6.6

Without prejudice to subclauses 6.5 and 6.11, if the Fiscal Agent pays any amounts to the holders of Notes or to any other Paying Agent at a time when it has not received payment in full in respect of the relevant Notes in accordance with subclause 6.1 (the excess of the amounts so paid over the amounts so received being the Shortfall), the Issuer (failing which the Guarantor) will, in addition to paying amounts due under subclause 6.1, pay to the Fiscal Agent on demand interest (at a rate which represents the Fiscal Agent's cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Fiscal Agent of the Shortfall.

6.7

The Fiscal Agent shall on demand promptly reimburse each other Paying Agent for payments in respect of Notes properly made by each Paying Agent in accordance with this Agreement and the Conditions unless the Fiscal Agent has notified the relevant Paying Agent, prior to its opening of business on the due date of a payment in respect of the Notes, that the Fiscal Agent does not expect to receive sufficient funds to make payment of all amounts falling due in respect of the Notes.

6.8

Whilst any Notes are represented by Global Notes, all payments due in respect of the Notes shall be made to, or to the order of, the holder of the Global Notes, subject to and in accordance with the provisions of the Global Notes.  On the occasion of each payment, in the case of any Global Note which is held under the NSS, the Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment.

6.9

If the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made or by reason of a FATCA Withholding or a certification required by the terms of a Note not being received), the Registrar shall make a record in the Register and each record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made. In the case of any Global Note which is held under the NSS, the Registrar or the Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment.

6.10

Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a withholding or deduction from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount.  For the avoidance of doubt, FATCA Withholding is a withholding or deduction which is deemed to be required by Applicable Law for the purposes of this subclause 6.10.  In this subclause 6.10 and subclauses 6.11 and 21.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature

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imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax.

6.11

In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any Agent on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that any such redirected or reorganised payment is made through a recognised institution of international standing and such payment is otherwise made in accordance with this Agreement.  The Issuer will promptly notify the Fiscal Agent of any such redirection or reorganisation.  For the avoidance of doubt, FATCA Withholding is a withholding or deduction which is deemed to be required by Applicable Law for the purposes of this subclause 6.11. If for any reason the Fiscal Agent considers in its sole discretion that the amounts to be received by the Fiscal Agent pursuant to subclause 6.1 will be, or the amounts actually received by it pursuant thereto are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, the Fiscal Agent shall then forthwith notify the Issuer and the Guarantor of such insufficiency and, until such time as the Fiscal Agent has received the full amount of all such payments, neither the Fiscal Agent nor any Paying Agent shall be obliged to pay any such claims.

6.12

For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment in respect of any Note to the Noteholders until the Fiscal Agent has been put in funds by the Issuer.

7.

Determinations and Notifications in respect of Notes and Interest Determination

7.1

Determinations and notifications

(a)

The Fiscal Agent shall, unless otherwise specified in the applicable Pricing Supplement, make all the determinations and calculations which it is required to make under the Conditions, all subject to and in accordance with the Conditions.

(b)

The Fiscal Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a result of the Fiscal Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.

(c)

The Fiscal Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after their determination and of any subsequent amendments to them under the Conditions.

(d)

The Fiscal Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.

(e)

If the Fiscal Agent does not at any time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall immediately notify the Issuer, the Guarantor and the other Paying Agents of that fact.

(f)

Determinations with regard to Notes required to be made by a Calculation Agent specified in the applicable Pricing Supplement shall be made in the manner so specified.  Unless

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otherwise agreed between the Issuer and the relevant Dealer, or unless the Fiscal Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of ‎Schedule 1.  Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date.

7.2

Interest determination

8.

Notice of any Withholding or Deduction

8.1

If the Issuer or the Guarantor is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of Taxes as contemplated under Condition 8 (Taxation), the Issuer or, as the case may be, the Guarantor shall give notice to the Fiscal Agent and the Registrar as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent and the Registrar such information as either of them shall require to enable it to comply with the requirement.

8.2

Without prejudice to subclause 8.1, the Issuer or the Guarantor shall notify the Fiscal Agent in the event that it determines that any payment to be made by any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.

8.3

If any Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any Taxes, duties, assessments or governmental charges as contemplated under Condition 8 (Taxation), other than arising under subclauses 8.1 or 8.2 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct.

9.

Other Duties of the Registrar

9.1

The Registrar shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with this Agreement and the Conditions.

9.2

The Registrar shall so long as any Note is outstanding:

(a)

maintain a register which shall, at all times, be outside of the United Kingdom (the Register) of the holders of the Notes which shall show (i) the nominal amount of Notes represented by each Global Note, (ii) the nominal amounts and the serial numbers of the Definitive Notes, (iii) the dates of issue of all Notes, (iv) all subsequent transfers and changes of ownership of Notes, (v) the names and addresses of the holders of the Notes, (vi) all cancellations of Notes, whether because of their purchase by the Issuer, the Guarantor or any other Subsidiary of the Issuer, replacement or otherwise and (vii) all replacements of Notes (subject, where appropriate, in the case of (vi), to the Registrar having been notified as provided in this Agreement);

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(b)

effect exchanges of interests in Global Notes for Definitive Notes, in accordance with the Conditions and this Agreement, keep a record of all exchanges and ensure that the Fiscal Agent is notified immediately after any exchange;

(c)

register all transfers of Definitive Notes;

(d)

receive any document in relation to or affecting the title to any of the Notes including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney;

(e)

immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Notes for transfer (together with any certifications required by it) or (ii) following reduction in nominal amount of a Global Note on exchange into Definitive Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Notes of a like aggregate nominal amount to the Definitive Notes transferred and, in the case of the transfer of part only of a Definitive Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Note in respect of the balance of the Definitive Notes not so transferred;

(f)

if appropriate, charge to the holder of a Note presented for exchange or transfer (i) the costs or expenses (if any) of delivering Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration;

(g)

maintain proper records of the details of all documents and certifications received by itself or any other Transfer Agent (subject to receipt of all necessary information from the other Transfer Agents);

(h)

prepare any lists of holders of the Notes required by the Issuer or the Fiscal Agent or any person authorised by either of them;

(i)

subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Issuer or any person authorised by it or the holder of any Note for inspection and for the taking of copies or extracts;

(j)

comply with the reasonable requests of the Issuer with respect to the maintenance of the Register and give to the other Agents any information reasonably required by them for the proper performance of their duties; and

(k)

comply with the terms of any duly executed form of transfer.

9.3

Notwithstanding anything to the contrary in this Agreement, in the event of a partial redemption of Notes under Condition 7, the Registrar shall not be required, unless so directed by the Issuer, (a) to register the transfer of Definitive Notes (or parts of Definitive Notes) or to effect exchanges of interests in Global Notes for Definitive Notes during the period beginning on the sixty‑fifth day before the date of the partial redemption and ending on the day on which notice is given specifying the serial numbers of Notes called (in whole or in part) for redemption (both inclusive) or (b) to register the transfer of any Note (or part of a Note) called for partial redemption.

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9.4

Notes shall be dated:

(a)

in the case of a Note issued on the Issue Date, the Issue Date; or

(b)

in the case of a Definitive Note issued in exchange for an interest in a Global Note, or upon transfer, with the date of registration in the Register of the exchange or transfer; or

(c)

in the case of a Definitive Note issued to the transferor upon transfer in part of a Note, with the same date as the date of the Note transferred; or

(d)

in the case of a Definitive Note issued under Condition 11 (Replacement of Notes), with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Note in replacement of which it is issued.

10.

Duties of the Transfer Agents

10.1

The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement.

10.2

Each Transfer Agent shall:

(a)

accept Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it;

(b)

immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Global Note on exchange into Definitive Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Notes of a like aggregate nominal amount to the Definitive Notes transferred and, in the case of the transfer of part only of a Definitive Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Note in respect of the balance of the Definitive Notes not so transferred;

(c)

if appropriate, charge to the holder of a Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and

(d)

at the request of any Paying Agent deliver new Notes to be issued on partial redemptions of a Note.

11.

Regulations for Transfers of Notes

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12.

Duties of the Agents in connection with Early Redemption

12.1

If the Issuer decides to redeem any Notes for the time being outstanding before their Maturity Date  in accordance with the Conditions, the Issuer shall give notice of the decision to the Fiscal Agent and the Registrar stating the date on which the Notes are to be redeemed and the nominal amount of Notes to be redeemed not less than 15 days before the date on which the Issuer will give notice to the Noteholders in accordance with the Conditions of the redemption in order to enable the Fiscal Agent and the Registrar to carry out its duties in this Agreement and in the Conditions.

12.2

If some only of the Notes are to be redeemed, the Fiscal Agent shall, in the case of Definitive Notes, make the required drawing in accordance with the Conditions but shall give the Issuer reasonable notice of the time and place proposed for the drawing and the Issuer shall be entitled to send representatives to attend the drawing and shall, in the case of Notes in global form, co-ordinate the selection of Notes to be redeemed with Euroclear and Clearstream, Luxembourg, all in accordance with the Conditions.

12.3

The Fiscal Agent shall publish the notice required in connection with any redemption and shall, if applicable, at the same time also publish a separate list of the serial numbers of any Notes in definitive form previously drawn and not presented for redemption.  The redemption notice shall specify the date fixed for redemption, the redemption amount, the manner in which redemption will be effected and, in the case of a partial redemption of Definitive Notes, the serial numbers of the Notes to be redeemed.  The notice will be published in accordance with the Conditions.  The Fiscal Agent will also notify the other Agents of any date fixed for redemption of any Notes.

12.4

The Registrar and each Paying Agent will keep a stock of Put Notices and Change of Control Exercise Notices and will make them available on demand to holders of Definitive Notes, the Conditions of which provide for redemption at the option of Noteholders.  Upon receipt of any Note deposited in the exercise of a put option in accordance with the Conditions, the Registrar or, as the case may be, the Paying Agent with which the Note is deposited shall hold the Note on behalf of the depositing Noteholder (but shall not, save as provided below, release it) until the due date for redemption of the relevant Note consequent upon the exercise of the option, when, subject as provided below, it shall present the Note to itself for payment of the amount due together with any interest due on the date of redemption in accordance with the Conditions and shall pay those moneys in accordance with the directions of the Noteholder contained in the relevant Put Notice or Change of Control Exercise Notice, as the case may be.  If, prior to the due date for its redemption, an Event of Default has occurred and is continuing or the Note becomes immediately due and repayable or if upon due presentation payment of the redemption moneys is improperly withheld or refused, the Registrar or, as the case may be, the Paying Agent concerned shall post the Note by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder has otherwise requested and paid the costs of insurance to the Registrar or, as the case may be, the relevant Paying Agent at the time of depositing the Notes) at the address given by the Noteholder in the relevant Put Notice or Change of Control Exercise Notice, as the case may be.  In the case of a partial redemption of Notes, the Registrar shall, in accordance with the Conditions, post a new Note in respect of the balance of the Notes not redeemed to the registered holder.  At the end of each period for the exercise of any put option, the Registrar and each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Notes in respect of which the option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify those details to the Issuer.

13.

Receipt and Publication of Notices

13.1

On behalf of and at the written request and expense of the Issuer (failing which the Guarantor), the Fiscal Agent shall cause to be published all notices required to be given by the Issuer and/or the Guarantor under the Conditions.

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13.2

The Fiscal Agent, on receipt of a notice or other communication received on behalf of the Issuer or the Guarantor, shall as soon as reasonably practicable forward a copy to the Issuer and the Guarantor.

14.

Cancellation of Notes

14.1

All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged.  Each of the Paying Agents shall give to the Fiscal Agent details of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased.

14.2

The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable):

(a)

the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;

(b)

the number of Notes cancelled;

(c)

the aggregate amount paid in respect of interest on the Notes; and

(d)

(in the case of Definitive Notes) the serial numbers of the Notes.

14.3

The Fiscal Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyed.

14.4

The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled.

14.5

Without prejudice to the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it.

14.6

The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.

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15.

Issue of Replacement Notes

15.1

The Issuer will cause a sufficient quantity of additional forms of (Notes, to be available, upon request, to the Registrar at its specified office for the purpose of issuing replacement Notes as provided below.

15.2

The Fiscal Agent and the Registrar shall, subject to and in accordance with the Conditions and this clause, cause to be delivered any replacement Notes which the Issuer may determine to issue in place of Notes which have been lost, stolen, mutilated, defaced or destroyed.

15.3

The Fiscal Agent or the Registrar, as the case may be, shall obtain verification in the case of an allegedly lost, stolen or destroyed Note in respect of which the serial number is known, that the Note has not previously been redeemed, paid or exchanged, as the case may be.  Neither the Fiscal Agent nor, as the case may be, the Registrar shall issue any replacement Note unless and until the claimant shall have:

(a)

paid such expenses and costs as may be incurred in connection with the replacement;

(b)

furnished it with such evidence and indemnity as the Issuer may reasonably require; and

(c)

in the case of any mutilated or defaced Note, surrendered it to the Fiscal Agent or, as the case may be, the Registrar.

15.4

The Fiscal Agent or, as the case may be, the Registrar shall cancel any mutilated or defaced Notes in respect of which replacement Notes have been issued pursuant to this clause. The Fiscal Agent shall, unless otherwise requested by the Issuer or the Guarantor, destroy all those Notes and shall furnish the Issuer and the Guarantor with a destruction certificate containing the information specified in subclause 14.3.

15.5

The Fiscal Agent or, as the case may be, the Registrar shall, on issuing any replacement Note forthwith inform the Issuer and the other Agents of the serial number of the replacement Note issued and (if known) of the serial number of the Note in place of which the replacement Note has been issued.  

15.6

The Fiscal Agent and the Registrar shall keep a full and complete record of all replacement Notes issued and shall make the record available at all reasonable times to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it.

16.

Copies of Documents Available for Inspection

16.1

The Guarantee shall be deposited with the Fiscal Agent and shall be held in safe custody by the Fiscal Agent on behalf of the Noteholders.

16.2

The Paying Agents shall hold copies of all documents required to be so available by the Conditions or the rules of any relevant Stock Exchange (or any other relevant authority) and shall make such copies available for inspection by Noteholders at its specified office during normal business hours. For this purpose, the Issuer and/or the Guarantor shall furnish each Paying Agent with sufficient copies of each of the relevant documents.

17.

Meetings of Noteholders

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18.

Commissions and Expenses

18.1

The Issuer or failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services of the Agents under this Agreement as shall be agreed between the Issuer, the Guarantor and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions among the Agents.

18.2

The Issuer (and failing the Issuer, the Guarantor) shall pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable expenses incurred by the Paying Agents in connection with their services under this Agreement.

18.3

The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be).  Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying Agents.

18.4

The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer.

19.

Indemnity

19.1

The Issuer shall indemnify (and failing the Issuer so indemnifying, the Guarantor agrees to indemnify) each of the Agents against any losses, liabilities, costs, claims, actions, demands or expenses (together, Losses) (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, Expenses) paid or incurred in defending or disputing any Losses) which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement except for any Losses or Expenses resulting from its own negligence, wilful default or fraud or that of its directors, officers or employees or the breach by it of the terms of this Agreement.

19.2

The Agents shall indemnify each of the Issuer and the Guarantor against any Losses (including Expenses) paid or incurred in defending or disputing any Losses which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement to the extent that any Losses or Expenses result directly from its own negligence, wilful default or fraud or that of its directors, officers or employees or the breach by it of the terms of this Agreement.

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19.3

Notwithstanding any other provision of this Agreement, the Issuer shall indemnify the Fiscal Agent against any Losses howsoever incurred in connection with the Issuer’s obligation to withhold or deduct an amount on account of tax.

19.4

Each Agent will only be liable to the Issuer or the Guarantor for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer (Liabilities) to the extent that the Agent has been negligent, fraudulent or in wilful default in respect of its obligations under this Agreement. Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with this Agreement. For the avoidance of doubt the failure of the Fiscal Agent to make a claim for payment of interest and principal on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence, fraud or wilful default on the part of the Fiscal Agent.

19.5

The indemnities set out in this clause 19 shall survive any termination or expiry of this Agreement.

19.6

Liabilities arising under clause 19.3 shall be limited to the amount of the Issuer’s and/or the Guarantor’s actual loss. Such actual loss shall be determined (i) as at the date of default of each Agent or, if later, the date on which the loss arises as a result of such default and (ii) without reference to any special conditions or circumstances known to the Agents at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. Under no circumstances will the Agents be liable to the Issuer, the Guarantor or any other party to this Agreement for any special, punitive, indirect or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit), whether or not foreseeable, even if advised of the possibility of such loss or damage.

19.7

The liability of each Agent under clause 19.3 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.

20.

Responsibility of the Agents

20.1

No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or for any act or omission by it in connection with this Agreement or any Note except for its own negligence, wilful default or fraud, including that of its officers and employees.

20.2

No Agent shall have any duty or responsibility in the case of any default by the Issuer or the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 10 (Events of Default), the Fiscal Agent notifies the Issuer and, where applicable, the Guarantor of the fact and furnishes it with a copy of the notice.

20.3

Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Issuer or the Guarantor prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate

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signed by the Issuer or the Guarantor and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

21.

Conditions of Appointment

21.1

Save as provided in clause 18.3, each Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purposes of this Agreement in the same manner as other money paid to a bank by its customers and shall not be liable to account to the Issuer or the Guarantor for any interest or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law.

21.2

In acting under this Agreement and in connection with the Notes, each Agent shall act solely as an agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

21.3

No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any holders of Notes in respect of any moneys payable to or by it under the terms of this Agreement.

21.4

Except as otherwise required by law, each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note shall be overdue and notwithstanding any notice of ownership or writing on the Note or any notice of any previous loss or theft of the Note).

21.5

The Agents shall be obliged to perform such duties and only such duties as are set out in this Agreement (including Schedule 10 in the case of the Fiscal Agent and the Registrar) and the Notes and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement or the Notes against the Agents other than the duty to act honestly and in good faith.

21.6

Each Agent may consult with any expert or legal, financial and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers.

21.7

Each Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or on written instructions from the Issuer or the Guarantor.

21.8

Any Agent, their officers, directors or employees may become the owner of, or acquire any interest in, any Notes with the same rights that it or he would have had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or other obligations of the Issuer or the Guarantor as freely as if such Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.

21.9

None of the Agents shall be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or (ii) which it

21

expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.

21.10

None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred.

21.11

Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. Applicable Law and Authority shall have the meanings set out in subclause 6.10 above.

21.12

Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority (FCA) or Prudential Regulation Authority (PRA)).

21.13

The Fiscal Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Fiscal Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Issuer.

21.14

No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes.

21.15

In the case of any default by the Issuer or the Guarantor, no Agent shall have any duty or responsibility in the performance of the Issuer’s obligations under the Conditions.

21.16

The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement.  Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.

21.17

If Definitive Notes are issued in accordance with the provisions of a Global Note, in connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, each Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action in its sole and absolute discretion that it considers appropriate to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the prevention of fraud, money laundering, terrorism, tax

22

evasion, evasion of economic or trade sanctions or other criminal activities (collectively, the Relevant Requirements).

(a)

screening, intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds;

(b)

delaying or preventing the processing of instructions or transactions or each Agent’s performance of its obligations under this Agreement;

(c)

the blocking of any payment; or

(d)

requiring the Issuer to enter into a financial crime compliance representations letter from time to time in a form and substance acceptable to the HSBC Group.

22.

Communications between the Parties

22.1

A copy of all communications relating to the subject matter of this Agreement between the Issuer or the Guarantor and any Agent (other than the Fiscal Agent) shall be sent to the Fiscal Agent.

22.2

In no event shall the Agents be liable for any Losses arising in regards to receiving or transmitting any data from the Issuer, the Guarantor or any Authorised Person or any party to the transaction via any non-secure method of transmission or communication, such as, but without limitation, by facsimile or e-mail.

22.3

The Issuer and the Guarantor accept that some methods of communication are not secure and the Agents shall incur no liability for receiving Instructions via any such non-secure method. The Agents are authorised to comply with and rely upon any such notice, Instructions or other communications believed to have been sent or given by an Authorised Person or an appropriate party to the transaction (or authorised representative thereof). The Issuer, the Guarantor and each authorised officer of the Issuer and the Guarantor shall use all reasonable endeavours to ensure that Instructions transmitted to the Agents pursuant to this Agreement are complete and correct. Any Instructions shall be conclusively deemed to be valid Instructions from the Issuer, the Guarantor or an authorised officer of the Issuer or the Guarantor to the Agents for the purposes of this Agreement.

23.

Changes in Agents

23.1

The Issuer and the Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Notes is outstanding:

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(a)

in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date for the payment of interest; and

(b)

notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of an Agent.

23.2

The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.

23.3

All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date.  Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 13 (Notices).  If the Fiscal Agent resigns or is removed pursuant to subclause 24.1 or in accordance with this subclause 24.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London).  If the Issuer and the Guarantor fail to appoint a successor within such period, the Fiscal Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing which the Issuer and the Guarantor shall approve.

23.4

Notwithstanding the provisions of subclauses 24.1, 24.2 and 24.3, so long as any of the Notes is outstanding, the termination of the appointment of an Agent (whether by the Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is:

(a)

so long as any Notes are listed on any Stock Exchange, at all times a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;

(b)

there will at all times be a Fiscal Agent and a Registrar; and

(c)

there will at all times be a Paying Agent in a jurisdiction within Europe.

23.5

Any successor Agent shall execute and deliver to its predecessor, the Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent.

23.6

If the appointment of an Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.

24

23.7

If the Fiscal Agent or any of the other Agents shall change its specified office, it shall give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Fiscal Agent shall, at the request of the Issuer, give to the Noteholders on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 13 (Notices).

23.8

A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement.  Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent.

24.

Communications

24.1

All communications shall be by fax, e-mail or letter delivered by hand or (but only where specifically provided in the Procedures Memorandum) by telephone.  Each communication shall be made to the relevant party at the fax number, e-mail address or address or telephone number and, in the case of a communication by fax, e-mail or letter, marked for the attention of, or (in the case of a communication by telephone) made to, the person or department from time to time specified in writing by that party to the others for the purpose.  The initial telephone number, e-mail address, fax number and person or department so specified by each party are set out in the Procedures Memorandum.

24.2

A communication shall be deemed received (if by fax) when an acknowledgement of receipt is received, (if by e-mail) when sent subject to no delivery failure notification being received by the sender within 24 hours of the time of sending, (if by telephone) when made or (if by letter) when delivered, in each case in the manner required by this clause.  However, if a communication is received after business hours on any business day or on a day which is not a business day in the place of receipt it shall be deemed to be received and become effective at the opening of business on the next business day in the place of receipt.  Every communication shall be irrevocable save in respect of any manifest error in it.

24.3

Any notice given under or in connection with this Agreement shall be in English.  All other documents provided under or in connection with this Agreement shall be:

(a)

in English; or

(b)

if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

25.

Taxes and Stamp Duties

26.

Amendments

25

(a)

any modification (except as mentioned in the Conditions) of this Agreement which is not materially prejudicial to the interests of the Noteholders; or

(b)

any modification of the Notes or this Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law.

27.

Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇

28.

Governing Law and submission to Jurisdiction

28.1

Governing law

28.2

Submission to jurisdiction

(a)

Subject to subclause 28.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (a Dispute) and each party submits to the exclusive jurisdiction of the English courts.

(b)

For the purpose of this subclause 28.2, the Issuer and the Guarantor each waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

(c)

To the extent allowed by law, the Paying Agents may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

28.3

Appointment of Process Agent

28.4

Waiver of trial by jury

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29.

General

29.1

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

29.2

If any provision in or obligation under this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Agreement, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Agreement.

30.

Contractual Recognition of Bail-in

30.1

This Clause 30 shall take effect in the event that English law becomes “the law of a third country” law for the purposes of the BRRD but otherwise shall have no effect.

30.2

Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Issuer, the Guarantor and the Agents, the Issuer and the Guarantor each acknowledge and accept that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and each acknowledge, accept, and agree to be bound by:

(a)

the effect of the exercise of Bail-in Powers by any Relevant Resolution Authority in relation to any BRRD Liability of the Agents to the Issuer and/or the Guarantor under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i)

the reduction of all, or a portion, of any BRRD Liability or outstanding amounts due thereon;

(ii)

the conversion of all, or a portion, of any BRRD Liability into shares, other securities or other obligations of the Agents or another person (and the issue to or conferral on the Issuer and/or the Guarantor of such shares, securities or obligations);

(iii)

the cancellation of any BRRD Liability;

(iv)

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

(b)

the variation of the terms of this Agreement, as deemed necessary by any Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by any Relevant Resolution Authority.

27

28

(1)

Autoliv, Inc. (the Issuer); and

(2)

Autoliv ASP, Inc. (the Guarantor); and

(3)

[                    ] of [                    ] (the Calculation Agent, which expression shall include any successor calculation agent appointed under this Agreement).

1.

APPOINTMENT OF THE CALCULATION AGENT

2.

DUTIES OF CALCULATION AGENT

3.

EXPENSES

4.

INDEMNITY

4.1

The Issuer shall indemnify (and failing the Issuer so indemnifying, the Guarantor agrees to indemnify) the Calculation Agent against any losses, liabilities, costs, claims, actions, demands or expenses (together, Losses) (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, Expenses) paid or incurred in defending or disputing any Losses) which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement except for any Losses or Expenses resulting from its own negligence, wilful default or fraud or that of its directors, officers or employees or the breach by it of the terms of this Agreement.

4.2

The Calculation Agent shall indemnify each of the Issuer and the Guarantor against any Losses (including Expenses) paid or incurred in defending or disputing any Losses which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement to the extent that any Losses or Expenses result directly

29

from its own negligence, wilful default or fraud or that of its directors, officers or employees or the breach by it of the terms of this Agreement.

4.3

The Calculation Agent will only be liable to the Issuer or the Guarantor for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer (Liabilities) to the extent that the Calculation Agent has been negligent, fraudulent or in wilful default in respect of its obligations under this Agreement. The Calculation Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with this Agreement.

4.4

The indemnities set out in this clause 4 shall survive any termination or expiry of this Agreement.

4.5

Liabilities arising under clause 4.3 shall be limited to the amount of the Issuer’s and/or the Guarantor’s actual loss. Such actual loss shall be determined (i) as at the date of default of the Calculation Agent or, if later, the date on which the loss arises as a result of such default and (ii) without reference to any special conditions or circumstances known to the Calculation Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. Under no circumstances will the Calculation Agent be liable to the Issuer, the Guarantor or any other party to this Agreement for any special, punitive, indirect or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit), whether or not foreseeable, even if advised of the possibility of such loss or damage.

4.6

The liability of the Calculation Agent under clause 4.3 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.

5.

CONDITIONS OF APPOINTMENT

5.1

In acting under this Agreement and in connection with the Notes the Calculation Agent shall act solely as agent of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

5.2

In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform such duties and only such duties as are set out in this Agreement and the Conditions and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement or the Conditions against the Calculation Agent other than the duty to act honestly and in good faith.

5.3

The Calculation Agent may consult with any expert or legal, financial and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers.

5.4

The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered,

30

signed or sent by the proper party or parties or upon written instructions from the Issuer or the Guarantor.

5.5

The Calculation Agent, its officers, directors or employees may become the owner of, or acquire any interest in, Notes with the same rights that it or he would have if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Notes or other obligations of the Issuer or the Guarantor, as freely as if such Calculation Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.

5.6

The Calculation Agent shall not be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.

6.

TERMINATION OF APPOINTMENT

6.1

The Issuer and the Guarantor may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding:

(a)

the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and

(b)

notice shall be given under Condition 13 (Notices) at least 30 days before any removal of the Calculation Agent.

6.2

The termination of the appointment of the Calculation Agent under this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.

6.3

The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer and the Guarantor at least 90 days' prior written notice to that effect.  Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. If the Calculation Agent resigns or is removed pursuant to subclause 6.1 or this subclause 6.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Calculation Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Calculation Agent a reputable financial institution of good standing which the Issuer and the Guarantor shall approve.  

6.4

Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.3, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer, the Guarantor or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed.  

6.5

Any successor Calculation Agent shall execute and deliver to its predecessor, the Issuer and the Guarantor an instrument accepting its appointment under this Agreement and the successor Calculation Agent, without any further action, deed or conveyance, shall become vested with all the

31

authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as the Calculation Agent.

6.6

If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to its successor Calculation Agent any records concerning the Relevant Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement.

6.7

If the Calculation Agent shall change its specified office, it shall give to the Issuer and the Guarantor not less than 45 days’ prior written notice to that effect giving the address of the new specified office.

6.8

A corporation into which the Calculation Agent for the time being may be merged or converted or a corporation with which the Calculation Agent may be consolidated or any corporation resulting from a merger, conversion or consolidation to which the Calculation Agent shall be a party shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Guarantor and the Fiscal Agent.

7.

COMMUNICATIONS

7.1

All communications shall be by fax, e-mail or letter delivered by hand.  Each communication shall be made to the relevant party at the fax number, e-mail address or address and marked for the attention of the person or department from time to time specified in writing by that party to the others for the purpose.  The initial fax number, e-mail address and person or department so specified by each party are set out in the Procedures Memorandum or, in the case of the Calculation Agent, on the signature page of this Agreement.

7.2

A communication shall be deemed received (if by fax) when an acknowledgement of receipt is received (if by e-mail) when sent subject to no delivery failure notification being received by the sender within 24 hours of the time of sending, or (if by letter) when delivered, in each case in the manner required by this clause 7.  However, if a communication is received after business hours on any business day or on a day which is not a business day in the place of receipt it shall be deemed to be received and become effective at the opening of business on the next business day in the place of receipt.  Every communication shall be irrevocable save in respect of any manifest error in it.

7.3

Any notice given under or in connection with this Agreement shall be in English.  All other documents provided under or in connection with this Agreement shall be:

(a)

in English; or

(b)

if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

8.

GENERAL

8.1

The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

8.2

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

32

8.3

If any provision in or obligation under this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Agreement, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Agreement.

9.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

10.

GOVERNING LAW AND SUBMISSION TO JURISDICTION

10.1

Governing law

10.2

Submission to jurisdiction

(a)

Subject to subclause 10.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (a Dispute) and each party submits to the exclusive jurisdiction of the English courts.

(b)

For the purposes of this subclause 10.2, the Issuer and the Guarantor each waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

(c)

To the extent allowed by law, the Calculation Agent may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

10.3

Appointment of Process Agent

10.4

Waiver of trial by jury

33

10.5

Contractual Recognition of Bail-in

(a)

the effect of the exercise of Bail-in Powers by any Relevant Resolution Authority in relation to any BRRD Liability of the Calculation Agent to the Issuer and/or the Guarantor under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i)

the reduction of all, or a portion, of any BRRD Liability or outstanding amounts due thereon;

(ii)

the conversion of all, or a portion, of any BRRD Liability into shares, other securities or other obligations of the Calculation Agent or another person (and the issue to or conferral on the Issuer and/or the Guarantor of such shares, securities or obligations);

(iii)

the cancellation of any BRRD Liability;

(iv)

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

(b)

the variation of the terms of this Agreement, as deemed necessary by any Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by any Relevant Resolution Authority.

34

35

Series Number

Issue Date

Maturity Date

Title and Nominal Amount

NSS [Yes/No]

Annotation by Calculation Agent/Issuer

36

(a)

in relation to any Notes represented by a global Note (a “Global Note”), units of each Specified Denomination in the Specified Currency;

(b)

any Global Note; and

(c)

any definitive Notes (whether or not issued in exchange for a Global Note).

37

1.

FORM, DENOMINATION AND TITLE

38

2.

Transfers of Notes

2.1

Transfers of interests in Global Notes

2.2

Transfers of Notes in definitive form

2.3

Registration of transfer upon partial redemption

2.4

Costs of registration

39

3.

STATUS OF THE NOTES AND THE GUARANTEE

3.1

Status of the Notes

3.2

Status of the Guarantee

4.

Negative Pledge

(i)

whose affairs and policies the first person controls or has power to control, whether by ownership or share capital, contract, the power to appoint or remove members of the governing body of the second person or otherwise; or

(ii)

whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first person.

40

5.

Interest

5.1

Interest on Fixed Rate Notes

(i)

if “Actual/Actual (ICMA)” is specified in the applicable Pricing Supplement:

(A)

in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Pricing Supplement) that would occur in one calendar year; or

(B)

in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(1)

the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

(2)

the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

(ii)

if “30/360” is specified in the applicable Pricing Supplement, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date)

41

to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.

5.2

Interest on Floating Rate Notes

(a)

Interest Payment Dates

(i)

the Specified Interest Payment Date(s) in each year specified in the applicable Pricing Supplement; or

(ii)

if no Specified Interest Payment Date(s) is/are specified in the applicable Pricing Supplement, each date (each such date, together with each Specified Interest Payment Date, an “Interest Payment Date”) which falls the number of months or other period specified as the Specified Period in the applicable Pricing Supplement after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

(A)

in any case where Specified Periods are specified in accordance with Condition 5.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or

(B)

the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or

(C)

the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

(D)

the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

42

(a)

a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in each Additional Business Centre (other than TARGET2 System) specified in the applicable Pricing Supplement;

(b)

if TARGET2 System is specified as an Additional Business Centre in the applicable Pricing Supplement, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the “TARGET2 System”) is open; and

(c)

either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

(b)

Rate of Interest

(i)

ISDA Determination for Floating Rate Notes

(A)

the Floating Rate Option is as specified in the applicable Pricing Supplement;

(B)

the Designated Maturity is a period specified in the applicable Pricing Supplement; and

(C)

the relevant Reset Date is the day specified in the applicable Pricing Supplement.

(ii)

Screen Rate Determination for Floating Rate Notes other than Floating Rate Notes referencing ▇▇▇▇▇

43

(A)

the offered quotation; or

(B)

the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

44

(iii)

Screen Rate Determination for Floating Rate Notes referencing ▇▇▇▇▇

45

(c)

Minimum Rate of Interest and/or Maximum Rate of Interest

46

(d)

Determination of Rate of Interest and calculation of Interest Amounts

(i)

if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

(ii)

if “Actual/365 (Fixed)” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365;

(iii)

if “Actual/365 (Sterling)” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(iv)

if “Actual/360” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 360;

(v)

if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

47

(vi)

if “30E/360” or “Eurobond Basis” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

(vii)

if “30E/360 (ISDA)” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

(e)

Reference Rate Replacement

48

(i)

Reference Rate Replacement is specified in the applicable Pricing Supplement as being applicable and Screen Rate Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined; and

(ii)

notwithstanding the provisions of Condition 5.2(b)(ii) and 5.2(b)(iii), a Benchmark Event occurs in relation to the Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate,

(A)

the Issuer shall use reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine (acting in good faith and in a commercially reasonable manner):

(1)

a Successor Reference Rate; or

(2)

if such Independent Adviser determines that there is no Successor Reference Rate, an Alternative Reference Rate,

(B)

if a Successor Reference Rate, or, failing which, an Alternative Reference Rate (as applicable) is determined by the relevant Independent Adviser in accordance with this Condition 5.2(e);

(1)

such Successor Reference Rate or Alternative Reference Rate (as applicable) shall be used in place of the Original Reference Rate for all future Interest Periods (subject to the subsequent operation of, and adjustment as provided in, this Condition 5.2(e));

(2)

if the relevant Independent Adviser:

(x)

determines that an Adjustment Spread is required to be applied to such Successor Reference Rate or Alternative Reference Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to such Successor Reference Rate or Alternative Reference Rate (as applicable) for all future Interest Periods (subject to the subsequent operation of, and adjustment as provided in, this Condition 5.2(e); or

(y)

is unable to determine the quantum of, or a formula or methodology for determining, an Adjustment Spread, then such Successor Reference Rate or Alternative Reference Rate (as applicable) will apply without an Adjustment Spread for all future Interest Periods (subject to the subsequent operation of, and adjustment as provided in, this Condition 5.2(e); and

(3)

the relevant Independent Adviser (acting in good faith and in a commercially reasonable manner) may in its discretion specify:

(x)

changes to these Conditions and/or the Agency Agreement in order to ensure the proper operation of such Successor Reference Rate or

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Alternative Reference Rate and/or Adjustment Spread (as applicable), including, but not limited to, (a) the Additional Business Centre(s), Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date, Reference Banks, Additional Financial Centre(s) and/or Relevant Screen Page applicable to the Notes and (b) the method for determining the fallback to the Rate of Interest in relation to the Notes if such Successor Reference Rate or Alternative Reference Rate (as applicable) is not available; and

(y)

any other changes which the relevant Independent Adviser determines are reasonably necessary to ensure the proper operation and comparability to the Reference Rate of such Successor Reference Rate or Alternative Reference Rate (as applicable),

(4)

promptly following the occurrence of a Benchmark Event and the determination of (i) any Successor Reference Rate or Alternative Reference Rate (as applicable) and (ii) if applicable, any Adjustment Spread, the Issuer shall give notice thereof and of any changes (and the effective date thereof) pursuant to Condition 5.2(e)(C)(3) to the Fiscal Agent and the Calculation Agent (if applicable) and the Noteholders in accordance with Condition 13.

(i)

in the case of a Successor Reference Rate, is formally recommended in relation to the replacement of the Reference Rate with such Successor Reference Rate by any Relevant Nominating Body; or

(ii)

in the case of a Successor Reference Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the relevant Independent Adviser determines is recognised or acknowledged as being in customary market usage in international debt capital markets transactions which reference the Reference Rate, where such rate has been replaced by such Successor Reference Rate or Alternative Reference Rate (as applicable); or

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(iii)

if no such customary market usage is recognised or acknowledged, the relevant Independent Adviser in its discretion determines (acting in good faith and in a commercially reasonable manner) to be appropriate;

(i)

the Original Reference Rate ceasing to exist or be published; or

(ii)

a public statement by the administrator of the Original Reference Rate that it will, by a specified date within the following six months, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or

(iii)

a public statement by the supervisor or the administrator of the Original Reference Rate that the Original Reference Rate has been or will, by a specified date within the following six months, be permanently or indefinitely discontinued; or

(iv)

a public statement by the supervisor of the administrator of the Original Reference Rate that means the Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case within the following six months; or

(v)

it has become unlawful for the Fiscal Agent or the Calculation Agent, as applicable, the Issuer or any other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate;

(i)

the central bank for the currency to which such reference rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate; or

(ii)

any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which such reference rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate, (c) a group of the aforementioned central banks or other supervisory authorities, or (d) the Financial Stability Board or any part thereof; and

(f)

Linear Interpolation

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(g)

Notification of Rate of Interest and Interest Amounts

(h)

Certificates to be final

5.3

Other interest-bearing Notes

5.4

Accrual of interest

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(a)

the date on which all amounts due in respect of such Note have been paid; and

(b)

five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Fiscal Agent or the Registrar, as the case may be, and notice to that effect has been given to the Noteholders in accordance with Condition 13.

6.

Payments

6.1

Method of payment

(a)

payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively); and

(b)

payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee.

6.2

Payments in respect of Notes

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6.3

General provisions applicable to payments

6.4

Payment Day

(a)

a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits):

(i)

in the case of Notes in definitive form only, in the relevant place of presentation; and

(ii)

in each Additional Financial Centre (other than TARGET2 System) specified in the applicable Pricing Supplement;

(b)

if TARGET2 System is specified as an Additional Financial Centre in the applicable Pricing Supplement, a day on which the TARGET2 System is open; and

(c)

either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

6.5

Interpretation of principal and interest

(a)

any additional amounts which may be payable with respect to principal under Condition 8;

(b)

the Final Redemption Amount of the Notes;

(c)

the Early Redemption Amount of the Notes;

(d)

the Optional Redemption Amount(s) (if any) of the Notes;

(e)

in relation to Notes redeemable in instalments, the Instalment Amounts; and

(f)

any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

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7.

Redemption and Purchase

7.1

Redemption at maturity

7.2

Redemption for tax reasons

(a)

on the occasion of the next payment due under the Notes, as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, either (i) the Issuer has or will be required to pay additional amounts as provided or referred to in Condition 8 or (ii) the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts; and

(b)

such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it,

7.3

Redemption at the option of the Issuer (Issuer Call)

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(i)

the specified amount or percentage of the Calculation Amount of the Notes stated in the applicable Pricing Supplement; or

(ii)

if either Spens Amount or Make-whole Amount is specified in the applicable Pricing Supplement, will be:

(A)

if Spens Amount is specified as being applicable in the applicable Pricing Supplement, the higher of (x) 100% of the nominal amount outstanding of the Notes to be redeemed and (y) the nominal amount outstanding of the Notes to be redeemed multiplied by the price, as reported to the Issuer by the Determination Agent, at which the Gross Redemption Yield on such Notes on the Reference Date is equal to the Gross Redemption Yield (determined by reference to the middle market price) at the Quotation Time specified in the applicable Pricing Supplement on the Reference Date of the Reference Bond, plus the specified Redemption Margin; or

(B)

if Make-whole Amount is specified as applicable in the applicable Pricing Supplement, the higher of (x) 100% of the nominal amount outstanding of the Notes to be redeemed and (y) the sum of the present values of the nominal amount outstanding of the Notes to be redeemed and the Remaining Term Interest on such Notes (exclusive of interest accrued to the date of redemption) and such present values shall be calculated by discounting such amounts to the date of redemption on an annual basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the Reference Bond Rate, plus the specified Redemption Margin,

56

7.4

Redemption at the option of the Noteholders (Investor Put)

57

7.5

Redemption at the option of Noteholders on a Change of Control (Change of Control Put)

(i)

a person or persons, acting together, other than a holding company whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer or any holding company of the Issuer, acquire (i) the beneficial ownership (directly or indirectly) of more than 50% of the total voting rights represented by shares of the Issuer, or (ii) have the power to appoint or remove the majority of the members of the board of directors of the Issuer (each such event being, a “Change of Control”);

(ii)

on the date (the “Relevant Announcement Date”) that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (as defined below) (if any) the Notes have been assigned:

(A)

an investment grade rating (Baa3/BBB-/BBB- or equivalent or better) from any Rating Agency (provided by such Rating Agency at the invitation or with the consent of the Issuer) and such rating from any Rating Agency is, within the Change of Control Period, either downgraded to a non-investment grade rating (Ba1/BB+/BB+ or equivalent or worse) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an investment grade credit rating by such Rating Agency; or

(B)

a non-investment grade credit rating (Ba1/BB+/BB+ or equivalent or worse) from any Rating Agency (provided by such Rating Agency at the invitation or with the consent of the Issuer) and such Rating from any Rating Agency is, within the Change of Control Period, downgraded by one or more notches (for illustration, Ba1/BB+/BB+ to Ba2/BB/BB being one notch) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to its earlier credit rating or better by such Rating Agency; or

(C)

no credit rating from any Rating Agency and a Negative Rating Event also occurs within the Change of Control Period,

58

(iii)

in making any decision(s) referred to in (A) and (B) above the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement (whether or not the Change of Control shall have occurred at the time such rating is downgraded and/or withdrawn).

59

7.6

Early Redemption Amounts

(a)

each Note (other than a Zero Coupon Note) will be redeemed at its Early Redemption Amount as specified in the applicable Pricing Supplement; and

(b)

each Zero Coupon Note will be redeemed at its Early Redemption Amount calculated in accordance with the following formula:

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“y”

is the Day Count Fraction specified in the applicable Pricing Supplement which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365).

7.7

Specific redemption provisions applicable to certain types of Notes

7.8

Purchases

7.9

Cancellation

7.10

Late payment on Zero Coupon Notes

(a)

the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(b)

five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Fiscal Agent or the Registrar and notice to that effect has been given to the Noteholders in accordance with Condition 13.

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8.

Taxation

(a)

the holder of which is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Jurisdiction other than a mere holding of the Note; or

(b)

presented for payment in the United States; or

(c)

presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by satisfying any statutory or procedural requirements (including, without limitation, the provision of information or an Internal Revenue Service Form W-8 or Form W-9 (or a successor form)); or

(d)

presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6.4).

(i)

“Relevant Date” means the date on which such payment first becomes due, but, if the full amount of the money payable has not been duly received by the Fiscal Agent or the Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount of such money having been so received, notice to that effect has been duly given to the Noteholders in accordance with Condition 13; and

(ii)

“Relevant Jurisdiction” means the United States or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer or the Guarantor, as the case may be, to

62

which payments of principal and interest on the Notes or payments made under the Guarantee become generally subject.

9.

Prescription

10.

EVENTS OF DEFAULT

10.1

Events of Default

(a)

if default is made in the payment in the Specified Currency of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 7 days in the case of principal and 14 days in the case of interest; or

(b)

if the Issuer or the Guarantor fails to perform or observe any of its other obligations under these Conditions or the Guarantee and (except in any case where the failure is incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days following the service by a Noteholder on the Issuer or the Guarantor (as the case may be) of notice requiring the same to be remedied; or

(c)

if (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer, the Guarantor or any Material Subsidiary becomes due and repayable prematurely by reason of any event of default (however described); (ii) the Issuer, the Guarantor or any Material Subsidiary fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment or, as the case may be, within any originally applicable grace period; or (iii) any security given by the Issuer, the Guarantor or any Material Subsidiary for any Indebtedness for Borrowed Money becomes enforceable; or (iv) default is made by the Issuer, the Guarantor or any Material Subsidiary in making any payment due or, as the case may be, within any originally applicable grace period under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person; provided that, the aggregate amount of the relevant Indebtedness for Borrowed Money in respect of which one or more of the events mentioned above in this Condition 10.1(c) have occurred and are continuing exceeds €40 million or its equivalent in any other currency; or

(d)

if any final order is made by any competent court or resolution is passed for the winding up or dissolution of the Issuer, the Guarantor or any Material Subsidiary, save for the purposes of reorganisation (i) on terms previously approved by an Extraordinary Resolution of the Noteholders or (ii) in the case of a Material Subsidiary, whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or another of its Subsidiaries; or

(e)

if the Issuer, the Guarantor or any Material Subsidiary ceases or threatens, through (i) an official action of the board of directors of the Issuer, the Guarantor or any Material Subsidiary, or (ii) action by a majority of the shareholders of the Issuer, the Guarantor or any Material Subsidiary, to cease to carry on the whole or substantially all of its business (except a cessation (i) for the purposes of reorganisation or similar arrangement on terms previously approved by an Extraordinary Resolution of the Noteholders, (ii) in the case of the Guarantor, in connection with the transfer of the whole or substantially all of its business to one or more Subsidiaries of the Guarantor or (iii) in the case of a

63

Material Subsidiary, in connection with the transfer of the whole or substantially all of its business to the Issuer, the Guarantor or any other Subsidiary of either of them which is or thereby becomes a Material Subsidiary, and provided that a bona fide disposal for full value on an arm’s length basis of the whole or substantially all of the business of the Issuer, the Guarantor or a Material Subsidiary shall be deemed not to be a cessation for the purposes of this paragraph) or the Issuer, the Guarantor or any Material Subsidiary stops or threatens to stop payment, or is unable to, or admits inability to pay, its debts (or any class of its debts) as they fall due, or is adjudicated bankrupt or insolvent by a court of competent jurisdiction; or

(f)

if (i) proceedings are initiated against the Issuer, the Guarantor or any Material Subsidiary under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator, liquidator or other similar official, or an administrative or other receiver, manager, administrator, liquidator or other similar official is appointed, in relation to the Issuer, the Guarantor or any Material Subsidiary or, as the case may be, in relation to the whole or substantially all of the undertaking or assets of any of them or an encumbrancer takes possession of the whole or substantially all of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or substantially all of the undertaking or assets of any of them (except in any such case for the purpose of a reconstruction, merger, consolidation, amalgamation or other similar arrangement the terms of which have previously been approved by an Extraordinary Resolution of Noteholders or, in the case of a Material Subsidiary, in connection with the transfer of all or the major part of its business, undertaking and assets to the Issuer, Guarantor or another Subsidiary of either of them which thereby becomes a Material Subsidiary), and (ii) in any such case is not discharged within 45 days; or

(g)

if the Issuer, the Guarantor or any Material Subsidiary initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or convenes a meeting to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or

(h)

if the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in full force and effect.

10.2

Definitions

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(i)

before deducting any income tax expense, as shown in the income statement;

(ii)

before deducting any finance costs and excluding any finance income, as shown in the income statement;

(iii)

after adding back any amount attributable to the amortisation or depreciation of assets of the Group or any members of the Group;

(iv)