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exhibit25p1i0
AMENDED AND RESTATED
 
AGENCY AGREEMENT
9 MAY 2022
EQUINOR ASA
as
Issuer
and
EQUINOR ENERGY AS
as Guarantor
THE BANK OF NEW
 
YORK MELLON, LONDON
 
BRANCH
as
Agent
and
THE BANK OF NEW
 
YORK MELLON SA/NV, LUXEMBOURG BRANCH
as Paying Agent
in respect of a
€20,000,000,000
EURO MEDIUM TERM
 
NOTE PROGRAMME
Allen & Overy LLP
0010155-0003327 UKO2:
 
2004375908.9
CONTENTS
Clause
 
Page
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
Schedule
 
Page
1.
 
Terms
 
and Conditions of the Notes
 
other than VPS Notes
 
................................
 
..................
 
29
2.
 
Forms of Global and Definitive
 
Notes, Coupons and
 
Talons ................................
 
...............
 
78
Part 1
 
Form of Temporary Global Note
 
................................
 
................................
 
........
 
78
Part 2
 
Form of Permanent Global
 
Note
 
................................
 
................................
 
........
 
86
Part 3
 
Form of Definitive Note
 
................................
 
................................
 
......................
 
94
3.
 
Form of Deed of Covenant
 
................................
 
................................
 
................................ 100
4.
 
Provisions for Meetings
 
of Noteholders
 
................................
 
................................
 
.............
 
103
5.
 
Form of Put Notice
 
................................
 
................................
 
................................
 
............
 
109
6.
 
Form of Deed Poll
 
................................
 
................................
 
................................
 
.............
 
111
7.
 
Form of Issuer – ICSDs
 
Agreement
 
................................
 
................................
 
.................. 117
8.
 
Additional Duties of the Agent
 
................................
 
................................
 
........................... 121
Appendix
1.
 
Form of Calculation Agency
 
Agreement
 
................................
 
................................
 
............
 
124
4
AMENDED AND RESTATED AGENCY AGREEMENT
in respect of a
€20,000,000,000
EURO MEDIUM TERM
 
NOTE PROGRAMME
THIS AGREEMENT
is made on 9 May
 
2022
BETWEEN
:
(1)
EQUINOR ASA
of Forusbeen 50, N-4035 Stavanger, Norway in its capacity as an issuer of
Notes under the Programme (the
Issuer
);
(2)
EQUINOR ENERGY AS
of Forusbeen 50, N-4035 Stavanger, Norway
 
(the
Guarantor
);
(3)
THE
 
BANK
 
OF
 
NEW
 
YORK
 
MELLON,
 
LONDON
 
BRANCH
of
 
One
 
Canada
 
Square,
London
 
E14
 
5AL,
 
United
 
Kingdom
 
(the
Agent
,
 
which
 
expression
 
shall
 
include
 
any
successor agent appointed in accordance with clause
); and
(4)
THE
 
BANK
 
OF
 
NEW
 
YORK
 
MELLON
 
SA/NV,
 
LUXEMBOURG
 
BRANCH
of
 
Vertigo
Building -
 
Polaris, 2-4
 
rue, Eugène
 
Ruppert, L-2453
 
Luxembourg (together
 
with the
 
Agent,
the
Paying
 
Agents
,
 
which
 
expression
 
shall
 
include
 
any
 
additional
 
or
 
successor
 
paying
agent appointed
 
in accordance with clause
 
and
Paying Agent
shall mean any of the
Paying Agents).
WHEREAS
:
(A)
 
The
 
parties
 
hereto
 
entered
 
into
 
an
 
amended
 
and
 
restated
 
Agency
 
Agreement
 
(the
Previous
 
Agency
 
Agreement
) dated
 
13 May
 
2020 in
 
respect of
 
a €20,000,000,000
 
Euro
Medium Term
 
Note Programme (the
Programme
).
(B)
 
The parties hereto wish
 
to make certain modifications
 
to the Previous Agency
 
Agreement.
(C)
 
The
 
Issuer
 
and
 
the
 
Guarantor
 
have
 
entered
 
into
 
an
 
amended
 
and
 
restated
 
programme
agreement
 
(as
 
modified
 
and/or
 
restated
 
and/or
 
supplemented
 
from
 
time
 
to
 
time,
 
the
Programme
 
Agreement
)
 
dated
 
9
 
May
 
2022
 
with
 
the
 
Dealers
 
named
 
therein
 
pursuant
 
to
which the Issuer may issue
 
Euro Medium Term
 
Notes (the
Notes
) in an aggregate nominal
amount
 
of
 
up
 
to
 
€20,000,000,000
 
(or
 
its
 
equivalent
 
in
 
other
 
currencies)
 
under
 
the
Programme.
(D)
 
Each
 
issue
 
of
 
Notes
 
(other
 
than
 
VPS
 
Notes)
 
will
 
be
 
initially
 
represented
 
by
 
a
 
temporary
global Note
 
exchangeable in whole
 
or in
 
part for definitive
 
Notes or for
 
a permanent global
Note which will be exchangeable as described therein for definitive
 
Notes.
IT IS HEREBY AGREED
as follows:
1.
 
DEFINITIONS AND INTERPRETATION
1.1
 
Terms
 
and expressions
 
defined in
 
the Programme
 
Agreement or
 
the Notes
 
or used
 
in the
applicable Final Terms
 
shall have the same meanings
 
in this Agreement, except
 
where the
context requires otherwise or unless otherwise stated.
0010155-0003327 UKO2:
 
2004375908.9
5
1.2
 
Without prejudice to the
 
foregoing:
Authorised Person
means any person who is designated in writing by the Issuer from
 
time
to time
 
to give Instructions to the Agent under the terms of this Agreement;
CGN
means
 
a
 
Temporary
 
Global
 
Note
 
in
 
the
 
form
 
set
 
out
 
in
 
of
 
or
 
a
Permanent Global Note in the form set out in
 
of
, in either case where the
applicable Final Terms specify that the Notes are not in New Global Note form;
Clearstream, Luxembourg
means Clearstream
 
Banking S.A.;
Code
means the U.S. Internal Revenue Code
 
of 1986, as amended;
Conditions
means,
 
in
 
relation
 
to
 
the
 
Notes
 
of
 
any
 
Series,
 
the
 
terms
 
and
 
conditions
endorsed on
 
or incorporated
 
by reference
 
into the
 
Note or
 
Notes constituting
 
such Series,
such terms
 
and conditions
 
being in
 
or substantially
 
in the
 
form set
 
out in
 
Schedule 1
 
or in
such other form,
 
having regard to
 
the terms of
 
the Notes of
 
the relevant Series,
 
as may be
agreed
 
between the
 
Issuer,
 
the
 
Agent
 
and the
 
relevant
 
Dealer
 
as
 
completed
 
by the
 
Final
Terms
 
applicable to the Notes of the relevant Series;
Coupon
means
 
an
 
interest
 
coupon
 
appertaining
 
to
 
a
 
Definitive
 
Note
 
(other
 
than
 
a
 
Zero
Coupon Note), such coupon being:
(a)
 
if appertaining
 
to a
 
Fixed Rate
 
Note, in
 
the form
 
or substantially
 
in the
 
form set
 
out
in
A of
 
or in
 
such other
 
form, having
 
regard to
 
the terms
 
of issue
of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent
and the relevant Dealer; or
(b)
 
if
 
appertaining to
 
a
 
Floating Rate
 
Note,
 
in
 
the
 
form
 
or
 
substantially in
 
the
 
form
 
set
out
 
in
B
 
of
 
or
 
in
 
such other
 
form,
 
having
 
regard to
 
the
 
terms
 
of
issue of the Notes of the relevant Series,
 
as may be agreed between the Issuer,
 
the
Agent and the relevant Dealer; or
(c)
 
if appertaining to a Definitive Note which
 
is neither a Fixed Rate Note nor a
 
Floating
Rate Note,
 
in such
 
form as
 
may be
 
agreed between
 
the Issuer,
 
the Agent
 
and the
relevant Dealer,
and includes, where applicable, the Talon(s)
 
appertaining thereto and any replacements for
Coupons and Talons issued pursuant to Condition 9;
Couponholders
means
 
the
 
several
 
persons
 
who
 
are
 
for
 
the
 
time
 
being
 
holders
 
of
 
the
Coupons
 
and
 
shall,
 
unless
 
the
 
context
 
otherwise
 
requires,
 
include
 
the
 
holders
 
of
 
the
Talons;
Deed
 
of
 
Covenant
means
 
the
 
deed
 
of
 
covenant,
 
as
 
modified
 
and/or
 
restated
 
and/or
supplemented
 
from
 
time
 
to
 
time,
 
dated
 
13
 
May
 
2020,
 
substantially
 
in
 
the
 
form
 
set
 
out
 
in
,
 
executed
 
as
 
a
 
deed
 
by
 
the
 
Issuer
 
in
 
favour
 
of
 
certain
 
accountholders
 
with
Euroclear and Clearstream, Luxembourg;
Deed
 
Poll
means any
 
Deed Poll as
 
defined in
 
Condition 14
 
the form
 
of which is
 
set out
 
in
 
hereto;
Definitive Note
means a definitive Note issued or, as the case may require,
 
to be issued by
the
 
Issuer
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
the
 
Programme
 
Agreement
 
or
 
any
 
other
agreement between the Issuer
 
and the relevant Dealer
 
in exchange for
 
either a Temporary
Global
 
Note
 
or
 
a
 
Permanent
 
Global
 
Note
 
(all
 
as
 
indicated
 
in
 
the
 
applicable Final
 
Terms),
0010155-0003327 UKO2:
 
2004375908.9
6
such
 
definitive
 
Note
 
being
 
in
 
the
 
form
 
or
 
substantially
 
in
 
the
 
form
 
set
 
out
 
in
 
of
 
with
 
such
 
modifications
 
(if
 
any)
 
as
 
may
 
be
 
agreed
 
between
 
the
 
Issuer,
 
the
Agent
 
and the
 
relevant
 
Dealer
 
and
 
having the
 
Conditions endorsed
0010155-0003327 UKO2:
 
2004375908.9
7
thereon or,
 
if permitted by the
 
relevant authority or authorities,
 
incorporating the Conditions
by
 
reference
 
and
 
having
 
the
 
applicable
 
Final
 
Terms
 
(or
 
the
 
relevant
 
provisions
 
thereof)
either
 
endorsed
 
thereon
 
or
 
attached
 
thereto
 
and
 
(except
 
in
 
the
 
case
 
of
 
a
 
Zero
 
Coupon
Note) having Coupons and, where appropriate, Talons attached thereto on issue;
Distribution
 
Compliance
 
Period
has
 
the
 
meaning
 
given
 
to
 
such
 
term
 
in
 
Regulation
 
S
under the Securities Act;
Euroclear
means Euroclear Bank SA/NV;
Eurosystem-eligible NGN
means an NGN which is intended to be held
 
in a manner which
would allow Eurosystem eligibility, as stated in the applicable Final Terms;
FATCA
 
Withholding
means
 
any
 
withholding
 
or
 
deduction
 
required
 
pursuant
 
to
 
an
agreement
 
described
 
in
 
Section
 
1471(b)
 
of
 
the
 
Code
 
or
 
otherwise
 
imposed
 
pursuant
 
to
Sections
 
1471
 
through
 
1474
 
of
 
the
 
Code
 
(or
 
any
 
regulations
 
thereunder
 
or
 
official
interpretations thereof)
 
or an
 
intergovernmental agreement between
 
the United
 
States and
another jurisdiction facilitating the implementation thereof (or any law implementing such an
intergovernmental agreement);
Fixed
 
Rate
 
Note
means a
 
Note on
 
which interest
 
is calculated
 
at
 
a fixed
 
rate
 
payable in
arrear on
 
a fixed
 
date or
 
dates in
 
each year
 
and on
 
redemption or
 
on such
 
other dates
 
as
may be
 
agreed between
 
the Issuer
 
and the
 
relevant Dealer
 
(as indicated
 
in the
 
applicable
Final Terms);
Floating Rate
 
Note
means a Note on which interest is calculated at
 
a floating rate payable
in respect of
 
such period or
 
on such date(s) as
 
may be agreed
 
between the Issuer and
 
the
relevant Dealer (as indicated in the applicable Final Terms);
Global Note
means a Temporary Global Note and/or a Permanent
 
Global Note, as
applicable;
Grandfathering
 
Date
means
 
the
 
date
 
that
 
is
 
six
 
months
 
after
 
the
 
date
 
on
 
which
 
final
regulations defining
 
the term
 
“foreign passthru
 
payment” are
 
published in
 
the U.S.
 
Federal
Register;
Guarantee
means
 
the
 
Deed
 
of
 
Guarantee,
 
as
 
modified
 
and/or
 
restated
 
and/or
supplemented from
 
time to
 
time, executed
 
by the
 
Guarantor on
 
13 May
 
2020 in
 
respect of
the Programme;
Instructions
means
 
any
 
written
 
notices,
 
directions
 
or
 
instructions
 
received
 
by
 
the
 
Agent
from
 
an
 
Authorised
 
Person
 
or
 
from
 
a
 
person
 
reasonably
 
believed
 
by
 
the
 
Agent
 
to
 
be
 
an
Authorised Person;
Interest
 
Commencement
 
Date
means,
 
in
 
the
 
case
 
of
 
interest-bearing
 
Notes,
 
the
 
date
specified in the applicable Final Terms
 
from (and including) which such Notes bear interest,
which may or may not be the Issue Date;
Issue Date
means the date of issue
 
and purchase of a Note,
 
in each case pursuant to
 
and
in accordance with
 
the Programme Agreement or
 
any other agreement between
 
the Issuer
and the relevant Dealer, being in the case of any Permanent Global Note or Definitive Note,
the same date as the date of issue of the Temporary Global Note which initially represented
such Note;
Issue Price
means the price,
 
generally expressed as
 
a percentage of
 
the nominal amount
of the
 
Notes, at which the Notes will be issued;
0010155-0003327 UKO2:
 
2004375908.9
8
Maturity Date
means, in relation to
 
a Note, the date on which
 
it is expressed to be
redeemable;
0010155-0003327 UKO2:
 
2004375908.9
9
NGN
means
 
a
 
Temporary
 
Global
 
Note
 
in
 
the
 
form
 
set
 
out
 
in
 
of
 
or
 
a
Permanent Global Note in the form set out in
 
of
, in either case where the
applicable Final Terms specify that the Notes are in New Global Note form;
Note
means
 
a
 
note
 
denominated
 
in
 
Australian Dollars,
 
Canadian
 
Dollars,
 
Danish
 
Kroner,
Euro,
 
Hong Kong
 
Dollars, Japanese
 
Yen,
 
New Zealand
 
Dollars, Norwegian
 
Kroner,
 
South
African Rand, Sterling,
 
Swedish Kronor,
 
Swiss Francs, U.S.
 
Dollars or such
 
other currency
or currencies as may be agreed between the Issuer and the relevant Dealer issued or to be
issued
 
by
 
the
 
Issuer
 
pursuant
 
to
 
the
 
Programme
 
Agreement
 
or
 
any
 
other
 
agreement
between the Issuer and the
 
relevant Dealer and which shall
 
initially be represented by,
 
and
comprised in,
 
a Temporary
 
Global Note
 
which may
 
(in accordance
 
with the
 
terms of
 
such
Temporary
 
Global
 
Note)
 
be
 
exchanged for
 
either
 
Definitive
 
Notes
 
or
 
a
 
Permanent
 
Global
Note which
 
Permanent Global Note
 
may (in
 
accordance with the
 
terms of such
 
Permanent
Global
 
Note)
 
in
 
turn
 
be
 
exchanged
 
for
 
Definitive
 
Notes
 
(all
 
as
 
indicated
 
in
 
the
 
applicable
Final Terms)
 
and includes any replacements for a Note issued pursuant
 
to Condition 9;
Noteholders
means the
 
several persons
 
who are
 
for the
 
time
 
being holders
 
of the
 
Notes
save
 
that,
 
in
 
respect
 
of
 
the
 
Notes
 
of
 
any
 
Series,
 
for
 
so
 
long
 
as
 
such
 
Notes
 
or
 
any
 
part
thereof
 
are
 
represented
 
by
 
a
 
Global
 
Note
 
held
 
on
 
behalf
 
of
 
Euroclear
 
and/or
 
of
Clearstream,
 
Luxembourg,
 
each
 
person
 
(other
 
than
 
Euroclear
 
or
 
Clearstream,
Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream,
Luxembourg as
 
the
 
holder of
 
a
 
particular nominal
 
amount
 
of
 
the
 
Notes of
 
such Series
 
(in
which
 
regard
 
any
 
certificate
 
or
 
other
 
document
 
issued
 
by
 
Euroclear
 
or
 
Clearstream,
Luxembourg as to the nominal amount of such Notes standing to the account of any person
shall be conclusive and binding
 
for all purposes save
 
in the case of manifest
 
error) shall be
treated by the
 
Issuer, the
 
Agent and any other
 
Paying Agent as
 
the holder of
 
such nominal
amount of such Notes for all purposes other than with respect to the payment of principal or
interest
 
on such
 
Notes, for
 
which purpose
 
the
 
bearer of
 
the relevant
 
Global
 
Note shall
 
be
treated by the
 
Issuer, the
 
Agent and any other
 
Paying Agent as the
 
holder of such
 
nominal
amount
 
of such
 
Notes in
 
accordance with
 
and subject
 
to
 
the terms
 
of the
 
relevant Global
Note and
 
the
 
expressions
Noteholder
,
holder
 
of
 
Notes
and related
 
expressions shall
 
be
construed accordingly;
outstanding
means, in
 
relation to the
 
Notes of any
 
Series, all the
 
Notes issued other
 
than
(a) those which
 
have been redeemed in
 
full in accordance
 
with the Conditions, (b)
 
those in
respect
 
of
 
which the
 
date
 
for
 
redemption
 
in
 
accordance
 
with the
 
Conditions has
 
occurred
and the
 
redemption moneys
 
wherefor (including
 
all interest
 
(if any)
 
accrued thereon
 
to the
date for
 
such redemption and
 
any interest (if
 
any) payable
 
under the
 
Conditions after such
date) have
 
been duly
 
paid to the
 
Agent as
 
provided herein (and,
 
where appropriate, notice
has been
 
given to the
 
Noteholders of the
 
relevant Series in
 
accordance with Condition
 
12)
and
 
remain
 
available
 
for
 
payment
 
of
 
the
 
relevant
 
Notes
 
and/or
 
Coupons,
 
(c)
 
those
 
which
have
 
become
 
void
 
under
 
the
 
Conditions,
 
(d)
 
those
 
which
 
have
 
been
 
purchased
 
and
cancelled as
 
provided in
 
the Conditions,
 
(e) those
 
mutilated or
 
defaced Notes
 
which have
been
 
surrendered
 
in
 
exchange
 
for
 
replacement
 
Notes
 
pursuant
 
to
 
the
 
Conditions,
 
(f)
 
(for
the purpose
 
only of
 
determining how
 
many Notes
 
are outstanding and
 
without prejudice to
their
 
status
 
for
 
any
 
other
 
purpose)
 
those
 
Notes
 
alleged
 
to
 
have
 
been
 
lost,
 
stolen
 
or
destroyed
 
and
 
in
 
respect
 
of
 
which
 
replacement
 
Notes
 
have
 
been
 
issued
 
pursuant
 
to
 
the
Conditions,
 
(g)
 
Temporary
 
Global
 
Notes
 
to
 
the
 
extent
 
that
 
they
 
shall
 
have
 
been
 
duly
exchanged
 
for
 
Permanent
 
Global
 
Notes
 
and/or
 
Definitive
 
Notes
 
and
 
Permanent
 
Global
Notes to
 
the extent
 
that they
 
shall have
 
been duly
 
exchanged for
 
Definitive Notes,
 
in each
case
 
pursuant
 
to
 
their
 
respective
 
provisions
 
and
 
(h)
 
Temporary
 
Global
 
Notes
 
and
Permanent Global Notes which have become
 
void in accordance with their
 
terms (provided
that
 
at the
 
Relevant Time
 
(as
 
defined in
 
the
 
Deed of
 
Covenant) the
 
Underlying Notes
 
(as
defined in the Deed of Covenant) will be deemed to be still outstanding)
 
and,
0010155-0003327 UKO2:
 
2004375908.9
10
PROVIDED THAT for each of the
 
following purposes, namely:
0010155-0003327 UKO2:
 
2004375908.9
11
(i)
 
the
 
right
 
to
 
attend
 
and
 
vote
 
at
 
any
 
meeting
 
of
 
the
 
Noteholders
 
or
 
any
 
of
 
them,
passing
 
an
 
Extraordinary
 
Resolution
 
(as
 
defined
 
in
)
 
in
 
writing
 
or
 
an
Extraordinary
 
Resolution by
 
way
 
of
 
electronic
 
consents
 
given
 
through
 
the
 
relevant
clearing systems as envisaged by
; and
(ii)
 
the determination
 
of how
 
many and
 
which Notes are
 
for the
 
time being
 
outstanding
for the purposes of paragraphs
 
and
 
of
 
hereto,
those
 
Notes
 
(if
 
any)
 
which
 
are
 
for
 
the
 
time
 
being
 
held
 
by
 
any
 
person
 
(including
 
but
 
not
limited
 
to
 
the
 
Issuer
 
or
 
any
 
of
 
its
 
Subsidiaries)
 
for
 
the
 
benefit
 
of
 
the
 
Issuer
 
or
 
any
 
of
 
its
Subsidiaries
 
shall
 
(unless
 
and
 
until
 
ceasing
 
to
 
be
 
so
 
held)
 
be
 
deemed
 
not
 
to
 
be
outstanding;
Participating
 
FFI
means
 
a
 
“participating
 
FFI”
 
as
 
defined
 
in
 
US
 
Treasury
 
Regulations
Section
 
1.1471-1(b)(91) (or
 
any successor
 
provision) or
 
any other
 
entity whose
 
payments
are subject to FATCA
 
Withholding;
Permanent
 
Global
 
Note
means a
 
global note
 
in
 
the
 
form
 
or
 
substantially in
 
the
 
form
 
set
out
 
in
 
of
 
together with
 
the copy
 
of the
 
applicable Final
 
Terms
 
attached
thereto
 
with
 
such
 
modifications
 
(if
 
any)
 
as
 
may
 
be
 
agreed
 
between
 
the
 
Issuer,
 
the
 
Agent
and the relevant Dealer,
 
comprising some or all
 
of the Notes of
 
the same Series, issued
 
by
the
 
Issuer
 
pursuant
 
to
 
the
 
Programme
 
Agreement
 
or
 
any
 
other
 
agreement
 
between
 
the
Issuer and
 
the relevant
 
Dealer in
 
exchange for
 
the whole
 
or part
 
of any
 
Temporary
 
Global
Note issued in respect of such Notes;
Put Notice
means a notice in the
 
form set out in
Series
means a Tranche of
 
the Notes together with any further Tranche
 
or Tranches of the
Notes which are (a)
 
expressed to be consoli
dated
and form a
 
single series and (b)
 
identical
in
 
all
 
respects
 
(including
 
as
 
to
 
listing)
 
except
 
for
 
their
 
respective
 
Issue
 
Dates,
 
Interest
Commencement
 
Dates
 
and/or
 
Issue
 
Prices
 
and
 
the
 
expressions
Notes
 
of
 
the
 
relevant
Series
and
holders
 
of
 
Notes
 
of
 
the
 
relevant
 
Series
and
 
related
 
expressions
 
shall
 
be
construed accordingly;
Talons
means the talons (if any) appertaining to, and exchangeable in accordance with the
provisions
 
therein
 
contained
 
for
 
further
 
Coupons
 
appertaining
 
to,
 
a
 
Definitive
 
Note
 
(other
than a
 
Zero Coupon Note), such talons being in the form or substantially in the form set out
in
 
of
 
or
 
in
 
such
 
other
 
form
 
as may
 
be
 
agreed
 
between the
 
Issuer,
 
the
Agent and the relevant Dealer and includes any replacements for Talons issued pursuant to
Condition 9;
Temporary
 
Global
 
Note
means
 
a
 
global note
 
in
 
the
 
form
 
or
 
substantially in
 
the
 
form
 
set
out
 
in
 
of
 
together with
 
the
 
copy of
 
the
 
applicable Final
 
Terms
 
attached
thereto
 
with
 
such
 
modifications
 
(if
 
any)
 
as
 
may
 
be
 
agreed
 
between
 
the
 
Issuer,
 
the
 
Agent
and the relevant Dealer,
 
comprising some or all
 
of the Notes of
 
the same Series, issued
 
by
the
 
Issuer
 
pursuant
 
to
 
the
 
Programme
 
Agreement
 
or
 
any
 
other
 
agreement
 
between
 
the
Issuer and the relevant Dealer;
Tranche
means all Notes with
 
the same Issue Date and subject
 
to the same Final
 
Terms;
and
Zero Coupon Note
means a Note on which no
 
interest is payable.
1.3
 
(a)
 
Words
 
denoting
 
the
 
singular
 
number
 
only
 
shall
 
include
 
the
 
plural
 
number
 
also
and
vice versa
;
0010155-0003327 UKO2:
 
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(b)
 
words denoting one gender
 
only shall include the
 
other gender; and
(c)
 
words denoting persons only
 
shall include firms and
 
corporations and vice versa.
0010155-0003327 UKO2:
 
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1.4
 
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
 
to
 
the
 
extent
 
not
recoverable as an input.
1.5
 
All references in the Agreement to "the Guarantor" shall
 
be deemed to be deleted in relation
to Notes that do not have the benefit of the Guarantee.
1.6
 
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
,
Coupons
,
Couponholders
and
Talons
shall be construed accordingly.
1.7
 
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
 
under this
 
Agreement shall
 
have the
 
meaning set
out in Condition 4(f).
1.8
 
All references in this Agreement to the
relevant currency
shall be construed as references
to the currency in which the relevant Notes and/or Coupons are denominated.
1.9
 
In
 
this
 
Agreement,
 
clause
 
headings
 
are
 
inserted
 
for
 
convenience
 
and
 
ease
 
of
 
reference
only
 
and
 
shall
 
not
 
affect
 
the
 
interpretation
 
of
 
this
 
Agreement.
 
All
 
references
 
in
 
this
Agreement to the provisions of any statute shall be
 
deemed to be references to that statute
as
 
from
 
time
 
to
 
time
 
modified,
 
extended,
 
amended
 
or
 
re-enacted
 
or
 
to
 
any
 
statutory
instrument, order or regulation made thereunder or under such re-enactment.
1.10
 
All references in this Agreement
 
to an agreement, instrument or
 
other document (including,
without limitation,
 
this Agreement,
 
the
 
Programme Agreement,
 
the Deed
 
of
 
Covenant, the
Guarantee,
 
the
 
Procedures
 
Memorandum,
 
the
 
Notes
 
and
 
any
 
Conditions
 
appertaining
thereto)
 
shall be
 
construed as
 
a reference
 
to
 
that
 
agreement, instrument
 
or document
 
as
the same may be amended, modified,
 
varied or supplemented from time to time.
1.11
 
Any
 
references
 
herein
 
to
 
Euroclear
 
and/or
 
Clearstream,
 
Luxembourg
 
shall,
 
whenever
 
the
context
 
so
 
permits,
 
be
 
deemed
 
to
 
include
 
a
 
reference
 
to
 
any
 
additional
 
or
 
alternative
clearance system approved by the Issuer
 
and the Agent or as
 
otherwise specified in Part B
of the applied Final Terms.
1.12
 
All
 
references
 
to
 
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.
1.13
 
As used herein, in relation to
 
any Notes which are to have
 
a "listing" or be "listed" (i)
 
on the
London
 
Stock
 
Exchange,
listing
and
listed
shall
 
be
 
construed
 
to
 
mean
 
that
 
such
 
Notes
have
 
been
 
admitted
 
to
 
the
 
Official
 
List
 
and
 
admitted
 
to
 
trading
 
on
 
the
 
London
 
Stock
Exchange's
 
main market and (ii) on any
 
European Economic Area Stock Exchange,
listing
and
listed
shall be
 
construed to
 
mean that
 
that Notes
 
have been
 
admitted to
 
trading on
 
a
market within that jurisdiction which is a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2014/65/EU, as amended).
1.14
 
This Agreement does not apply
 
to the VPS Notes.
1.15
 
With effect from the
 
date hereof, the provisions of the
 
Previous Agency Agreement shall be
amended and
 
restated and
 
shall take
 
effect
 
in the
 
form
 
set
 
out in
 
this Agency
 
Agreement
and all references to
 
the
Agency Agreement
,
this Agency
 
Agreement
,
this Agreement
,
hereof
,
hereunder
and
 
expressions
 
of
 
similar
 
import
 
in
 
this
 
Agency
 
Agreement
 
shall
 
be
construed as
 
references to
 
the Previous
 
Agency Agreement
 
as so
 
amended and
 
restated.
Any
 
Notes
 
issued
 
on
 
or
 
after
 
the
 
date
 
hereof
 
shall
 
be
 
issued
 
pursuant
 
to
 
this
 
Agency
0010155-0003327 UKO2:
 
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Agreement.
 
This does not affect any Notes issued prior to the date of this Agreement.
0010155-0003327 UKO2:
 
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2.
 
APPOINTMENT OF AGENT
 
AND PAYING
 
AGENTS
2.1
 
The Agent
 
is hereby
 
appointed, and the
 
Agent hereby agrees
 
to act
 
as issuing and
 
paying
agent of the
 
Issuer and the
 
Guarantor upon the
 
terms and subject to
 
the conditions set
 
out
below, for the purposes of,
inter alia
:
(a)
 
completing, authenticating and delivering Global
 
Notes and (if required)
 
completing,
authenticating and delivering Definitive Notes;
(b)
 
giving
 
effectuation
 
instructions
 
in
 
respect
 
of
 
each
 
Global
 
Note
 
which
 
is
 
a
Eurosystem-
 
eligible NGN;
(c)
 
exchanging
 
Temporary
 
Global
 
Notes
 
for
 
Permanent
 
Global
 
Notes
 
or
 
Definitive
Notes,
 
as
 
the
 
case
 
may
 
be,
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
Temporary
 
Global
Notes
 
and,
 
in
 
respect
 
of
 
any
 
such
 
exchange,
 
(i)
 
making
 
all
 
notations
 
on
 
Global
Notes which
 
are CGNs
 
as required
 
by their
 
terms and
 
(ii) instructing
 
Euroclear and
Clearstream, Luxembourg to
 
make appropriate entries
 
in their records
 
in respect
 
of
all Global Notes which are NGNs;
(d)
 
exchanging
 
Permanent
 
Global
 
Notes
 
for
 
Definitive
 
Notes
 
in
 
accordance
 
with
 
the
terms
 
of
 
such
 
Permanent
 
Global
 
Notes
 
and,
 
in
 
respect
 
of
 
any
 
such
 
exchange,
 
(i)
making
 
all
 
notations
 
on
 
Permanent
 
Global
 
Notes
 
which
 
are
 
CGNs
 
as
 
required
 
by
their
 
terms
 
and
 
(ii)
 
instructing
 
Euroclear
 
and
 
Clearstream,
 
Luxembourg
 
to
 
make
appropriate entries
 
in their
 
records in
 
respect of
 
all Permanent
 
Global Notes
 
which
are NGNs;
(e)
 
paying sums due on Global Notes and Definitive Notes and Coupons and
 
instructing
Euroclear
 
and
 
Clearstream,
 
Luxembourg
 
to
 
make
 
appropriate
 
entries
 
in
 
their
records in respect of all Global Notes which are NGNs;
(f)
 
exchanging Talons for Coupons in accordance with the
 
Conditions;
(g)
 
arranging on behalf
 
of the Issuer or,
 
as the case may
 
be, the Guarantor,
 
for notices
to be communicated to the Noteholders;
(h)
 
ensuring
 
that
 
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;
(i)
 
subject
 
to
 
the
 
Procedures
 
Memorandum,
 
submitting
 
to
 
the
 
relevant
 
authority
 
or
authorities such number of copies of each Final Terms
 
which relates to Notes which
are to be listed as the relevant authority or authorities may reasonably
 
require;
(j)
 
acting
 
as
 
Calculation
 
Agent
 
in
 
respect
 
of
 
Notes
 
where
 
named
 
as
 
such
 
in
 
the
relevant Final Terms; and
(k)
 
performing
 
all
 
other
 
obligations and
 
duties
 
imposed
 
upon
 
it
 
by
 
the
 
Conditions and
this Agreement.
2.2
 
Each Paying
 
Agent is
 
hereby appointed
 
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
 
Notes
 
and
 
Coupons
 
and
 
of
 
performing
 
all
 
other
 
obligations
 
and
 
duties
imposed
 
upon
 
it
 
by
 
the
 
Conditions
 
and
 
this
 
Agreement.
 
The
 
obligations
 
of
 
the
 
Paying
Agents under this Agreement shall be several and
 
not joint.
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2.3
 
In
 
relation
 
to
 
each
 
issue
 
of
 
Eurosystem-eligible
 
NGNs,
 
the
 
Issuer
 
hereby
 
authorises
 
and
instructs
 
the
 
Agent
 
to
 
elect
 
Euroclear
 
and/or
 
Clearstream,
 
Luxembourg
 
as
 
common
safekeeper.
 
From time
 
to
 
time, the
 
Issuer
 
and
 
the
 
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 Agent
in respect of any such election made by it.
3.
 
ISSUE OF TEMPORARY GLOBAL NOTES
3.1
 
Subject to subclause
 
below, following receipt
 
of a faxed copy
 
of the Final Terms
 
signed
by
 
the
 
Issuer
 
and
 
the
 
Guarantor,
 
the
 
Issuer
 
hereby
 
authorises
 
the
 
Agent
 
and
 
the
 
Agent
hereby agrees to take the steps required of the Agent in the Procedures Memorandum.
 
For
this purpose the Agent will,
inter alia,
on behalf of the Issuer:
(a)
 
prepare a Temporary
 
Global Note by attaching a copy of the applicable Final Terms
to a copy of the applicable master Temporary Global Note;
(b)
 
authenticate such Temporary Global Note;
(c)
 
deliver
 
such
 
Temporary
 
Global
 
Note
 
to
 
the
 
specified
 
common
 
depositary
 
(if
 
the
Temporary
 
Global
 
Note
 
is
 
a
 
CGN)
 
or
 
specified
 
common
 
safekeeper
 
(if
 
the
Temporary
 
Global
 
Note
 
is
 
an
 
NGN)
 
for
 
Euroclear
 
and
 
Clearstream,
 
Luxembourg
and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to
instruct the common safekeeper to effectuate the same;
(d)
 
ensure that
 
the
 
Notes of
 
each Tranche
 
are
 
assigned a
 
common code
 
and ISIN
 
by
Euroclear and Clearstream, Luxembourg which are different from
 
the common code
and ISIN
 
assigned to
 
Notes of
 
any other
 
Tranche
 
of the
 
same Series
 
until at
 
least
the
 
expiry
 
of
 
the
 
applicable
 
Distribution
 
Compliance
 
Period
 
of
 
such
 
Tranche
 
as
notified by the Agent to the relevant Dealer; and
(e)
 
if
 
the
 
Temporary
 
Global
 
Note
 
is
 
an
 
NGN,
 
instruct
 
Euroclear
 
and
 
Clearstream,
Luxembourg
 
to
 
make
 
the
 
appropriate
 
entries
 
in
 
their
 
records
 
to
 
reflect
 
the
 
initial
outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2
 
The Agent shall only
 
be required to perform
 
its obligations under subclause
 
above if it
holds:
(a)
 
a master
 
Temporary
 
Global Note
 
duly executed by
 
a person
 
or persons
 
authorised
to
 
execute the
 
same on
 
behalf
 
of the
 
Issuer,
 
which may
 
be used
 
by the
 
Agent
 
for
the
 
purpose
 
of
 
preparing
 
a
 
Temporary
 
Global
 
Note
 
in
 
accordance
 
with
 
subclause
; and
(b)
 
a master
 
Permanent Global Note
 
duly executed
 
by a
 
person or
 
persons authorised
to
 
execute the
 
same on
 
behalf
 
of the
 
Issuer,
 
which may
 
be used
 
by the
 
Agent
 
for
the
 
purpose
 
of
 
preparing
 
a
 
Permanent
 
Global
 
Note
 
in
 
accordance
 
with
 
clause
below.
3.3
 
Where
 
the
 
Agent
 
delivers
 
any
 
authenticated
 
Global
 
Note
 
to
 
a
 
common
 
safekeeper
 
for
effectuation
 
using
 
electronic
 
means,
 
it
 
is
 
authorised
 
and
 
instructed
 
to
 
destroy
 
the
 
Global
Note
 
retained
 
by
 
it
 
following
 
its
 
receipt
 
of
 
confirmation
 
from
 
the
 
common
 
safekeeper
 
that
the relevant Global Note has been effectuated.
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4.
 
DETERMINATION
 
OF
 
EXCHANGE
 
DATE
 
AND
 
ISSUE
 
OF
 
PERMANENT
 
GLOBAL
NOTES AND DEFINITIVE NOTES
4.1
 
(a)
 
The
 
Agent
 
shall
 
determine
 
the
 
Exchange
 
Date
 
for
 
each
 
Temporary
 
Global
 
Note
in
 
accordance
 
with
 
the
 
terms
 
thereof.
 
Forthwith
 
upon
 
determining
 
the
 
Exchange
Date
 
in
 
respect
 
of
 
any
 
Tranche,
 
the
 
Agent
 
shall
 
notify
 
such
 
determination
 
to
 
the
Issuer,
 
the
 
Guarantor,
 
the
 
relevant
 
Dealer,
 
Euroclear
 
and
 
Clearstream,
Luxembourg.
(b)
 
Where a Temporary Global Note is to be exchanged for a Permanent Global Note,
the Agent is hereby authorised on behalf of the Issuer:
(i)
 
in
 
the
 
case
 
of
 
the
 
first
 
Tranche
 
of
 
any
 
Series
 
of
 
Notes,
 
to
 
prepare
 
and
complete
 
a
 
Permanent
 
Global
 
Note
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
the
Temporary
 
Global
 
Note
 
applicable
 
to
 
such
 
Tranche
 
by
 
attaching
 
a
 
copy
 
of
the
 
applicable
 
Final
 
Terms
 
to
 
a
 
copy
 
of
 
the
 
applicable
 
master
 
Permanent
Global Note;
(ii)
 
in the
 
case of
 
the first
 
Tranche
 
of any
 
Series of
 
Notes, to
 
authenticate such
Permanent Global Note;
(iii)
 
in
 
the
 
case
 
of
 
the
 
first
 
Tranche
 
of
 
any
 
Series
 
of
 
Notes
 
if
 
the
 
Permanent
Global
 
Note
 
is
 
a
 
CGN,
 
to
 
deliver
 
such
 
Permanent
 
Global
 
Note
 
to
 
the
common depositary
 
which
 
is holding
 
the Temporary
 
Global Note
 
applicable
to
 
such
 
Tranche
 
for
 
the
 
time
 
being
 
on
 
behalf
 
of
 
Euroclear
 
and/or
Clearstream,
 
Luxembourg
 
to
 
hold
 
on
 
behalf
 
of
 
the
 
Issuer
 
pending
 
its
exchange for such Temporary Global Note;
(iv)
 
in
 
the
 
case
 
of
 
the
 
first
 
Tranche
 
of
 
any
 
Series
 
of
 
Notes
 
if
 
the
 
Permanent
Global
 
Note
 
is
 
an
 
NGN,
 
to
 
deliver
 
the
 
Permanent
 
Global
 
Note
 
to
 
the
common
 
safekeeper
 
which
 
is
 
holding
 
the
 
Temporary
 
Global
 
Note
representing
 
the
 
Tranche
 
for
 
the
 
time
 
being
 
on
 
behalf
 
of
 
Euroclear
 
and/or
Clearstream, Luxembourg
 
to
 
effectuate (in
 
the case
 
of
 
a Permanent
 
Global
Note
 
which
 
is
 
a
 
Eurosystem-eligible
 
NGN)
 
and
 
to
 
hold
 
on
 
behalf
 
of
 
the
Issuer pending its exchange for the Temporary Global Note;
(v)
 
in the case of a subsequent Tranche of any Series of Notes if the Permanent
Global Note
 
is a
 
CGN, by
 
attaching a
 
copy of
 
the applicable
 
Final Terms
 
to
the
 
Permanent
 
Global
 
Note
 
applicable
 
to
 
the
 
relevant
 
Series
 
and
 
entering
details of any exchange in whole or part as aforesaid;
 
and
(vi)
 
in the case of a subsequent Tranche of any Series of Notes if the Permanent
Global Note is an NGN, to deliver the applicable Final Terms
 
to the specified
common
 
safekeeper
 
for
 
attachment
 
to
 
the
 
Permanent
 
Global
 
Note
applicable to the relevant Series.
5.
 
ISSUE OF DEFINITIVE
 
NOTES
5.1
 
Where a Global Note is to be exchanged for Definitive
 
Notes in accordance with its terms,
the Agent is hereby authorised on behalf of the Issuer:
(a)
 
to authenticate such Definitive Note(s) in accordance with
 
the provisions of this
Agreement; and
(b)
 
to
 
deliver
 
such
 
Definitive
 
Note(s)
 
to
 
or
 
to
 
the
 
order
 
of
 
Euroclear
 
and/or
Clearstream, Luxembourg.
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The
 
Agent
 
shall
 
notify
 
the
 
Issuer
 
forthwith
 
upon
 
receipt
 
of
 
a
 
request
 
for
 
issue
 
of
 
(a)
Definitive
 
Note(s)
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
a
 
Temporary
 
Global
 
Note
 
or
Permanent Global
 
Note, as
 
the case
 
may be,
 
(and the
 
aggregate nominal
 
amount of
 
such
Temporary
 
Global Note
 
or Permanent
 
Global Note,
 
as the
 
case may
 
be, to
 
be exchanged
in connection therewith).
5.2
 
The
 
Issuer
 
undertakes
 
to
 
deliver
 
to
 
the
 
Agent
 
sufficient
 
numbers
 
of
 
executed
 
Definitive
Notes with,
 
if applicable, Coupons and Talons
 
attached to enable the
 
Agent to comply with
its obligations under this clause.
6.
 
TERMS OF ISSUE
6.1
 
The Agent shall cause all
 
Temporary
 
Global Notes, Permanent Global Notes and
 
Definitive
Notes
 
delivered
 
to
 
and
 
held
 
by
 
it
 
under
 
this
 
Agreement
 
to
 
be
 
maintained
 
in
 
safe
 
custody
and shall
 
ensure that
 
such Notes
 
are issued
 
only in
 
accordance with
 
the provisions
 
of this
Agreement and the relevant Global Note and Conditions.
6.2
 
Subject
 
to
 
the
 
procedures
 
set
 
out
 
in
 
the
 
Procedures
 
Memorandum,
 
for
 
the
 
purposes
 
of
subclause
 
the Agent
 
is entitled
 
to treat
 
a telephone
 
or facsimile
 
communication from
 
a
person who
 
the Agent
 
believes to
 
be the
 
authorised representative of
 
the Issuer
 
or,
 
as the
case
 
may
 
be,
 
the
 
Guarantor,
 
named
 
in
 
the
 
list
 
referred
 
to
 
in,
 
or
 
notified
 
pursuant
 
to,
subclause
 
as sufficient
 
instructions and
 
authority of
 
the
 
Issuer and
 
the
 
Guarantor for
the Agent to act in accordance with subclause
6.3
 
In the
 
event that
 
a person
 
who has
 
signed on
 
behalf of
 
the Issuer
 
any Note
 
not yet
 
issued
but
 
held
 
by
 
the
 
Agent
 
in
 
accordance
 
with
 
subclause
 
ceases
 
to
 
be
 
authorised
 
as
described in
 
subclause
, the
 
Agent shall
 
(unless the
 
Issuer gives
 
written notice
 
to the
Agent 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
 
Agent) continue
 
to have
authority to
 
issue any
 
such Notes,
 
and
 
the Issuer
 
hereby warrants
 
to the
 
Agent that
 
such
Notes
 
shall,
 
unless
 
notified
 
as
 
aforesaid,
 
be
 
valid
 
and
 
binding
 
obligations
 
of
 
the
 
Issuer.
Promptly
 
upon
 
such
 
person
 
ceasing
 
to
 
be
 
authorised,
 
the
 
Issuer
 
shall
 
provide
 
the
 
Agent
with replacement Notes and upon receipt of such replacement Notes the Agent shall cancel
and destroy
 
the Notes
 
held by
 
it which
 
are signed by
 
such person and
 
shall provide to
 
the
Issuer
 
a
 
confirmation
 
of
 
destruction
 
in
 
respect
 
thereof
 
specifying
 
the
 
Notes
 
so
 
cancelled
and destroyed.
6.4
 
If the
 
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 Agent on the date
 
the Agent pays the Issuer,
 
the Issuer, failing which
 
the Guarantor,
shall
 
repay
 
to
 
the
 
Agent
 
the
 
Advance
 
and
 
shall
 
pay
 
interest
 
on
 
the
 
Advance
 
(or
 
the
unreimbursed portion
 
thereof) from
 
(and including)
 
the date
 
such Advance
 
is made
 
to (but
excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment
(at a rate quoted
 
at that time by
 
the Agent as the aggregate
 
of one per cent.
 
and its cost of
funding the Advance
 
provided that evidence of
 
the basis of
 
such rate
 
is given to the
 
Issuer
if so required).
6.5
 
Except in the
 
case of issues
 
where the Agent
 
does not act
 
as receiving bank for
 
the Issuer
in respect
 
of the
 
purchase price
 
of the
 
Notes being
 
issued, if
 
on the
 
relevant 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
 
Agent's
 
distribution
account with
 
Euroclear and/or
 
Clearstream, Luxembourg
 
after such
 
Issue Date,
 
the Agent
will continue
 
to
 
hold
 
the
 
Defaulted
 
Note to
 
the
 
order
 
of
 
the
 
Issuer.
 
The Agent
 
shall notify
the Issuer
 
forthwith of
 
the failure
 
of the
 
Dealer to
 
pay the
 
full purchase
 
price due
 
from it
 
in
respect
 
of
 
any
 
Defaulted
 
Note
 
and,
 
subsequently,
 
shall
 
notify
 
the
 
Issuer
 
forthwith
 
upon
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receipt from the Dealer of the full purchase price in respect of such Defaulted
 
Note.
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7.
 
PAYMENTS
7.1
 
The
 
Issuer,
 
failing
 
which
 
the
 
Guarantor
 
will,
 
before
 
10.00
 
a.m.
 
(local
 
time
 
in
 
the
 
relevant
financial
 
centre
 
of
 
the
 
payment),
 
on
 
each
 
date
 
on
 
which
 
any
 
payment
 
in
 
respect
 
of
 
any
Note
 
becomes
 
due,
 
transfer
 
to
 
an
 
account
 
specified
 
by
 
the
 
Agent
 
such
 
amount
 
in
 
the
relevant
 
currency as
 
shall be
 
sufficient
 
for
 
the
 
purposes of
 
such
 
payment in
 
funds
 
settled
through
 
such
 
payment
 
system
 
as
 
the
 
Agent
 
and
 
the
 
Issuer
 
or,
 
as
 
the
 
case
 
may
 
be,
 
the
Guarantor may agree.
7.2
 
The
 
Issuer,
 
failing
 
which
 
the
 
Guarantor
 
will
 
ensure
 
that
 
no
 
later
 
than
 
10.00
 
a.m.
 
(London
time)
 
on
 
the
 
Business
 
Day
 
(as
 
defined
 
below)
 
immediately
 
preceding
 
the
 
date
 
on
 
which
any payment is to
 
be made to the
 
Agent pursuant to subclause
, the Agent shall
 
receive
a payment confirmation from the paying bank of the Issuer.
For the purposes of this
 
clause
Business Day
means a day which is both:
(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 London and any
 
other place specified in the applicable
Final Terms
 
as an Additional Business Centre; and
(b)
 
either
 
(i)
 
in
 
relation
 
to
 
a
 
payment
 
to
 
be
 
made
 
in
 
a
 
Specified
 
Currency
 
other
 
than
euro,
 
a
 
day
 
on
 
which
 
commercial
 
banks
 
and
 
foreign
 
exchange
 
markets
 
settle
payments
 
in
 
the
 
principal
 
financial
 
centre
 
of
 
the
 
country
 
of
 
the
 
relevant
 
Specified
Currency
 
(if
 
other
 
than
 
London
 
and
 
any
 
Additional
 
Business
 
Centre)
 
and
 
which,
 
if
the Specified
 
Currency is
 
New Zealand
 
Dollars, shall
 
be Auckland
 
or (ii)
 
in relation
to
 
any
 
sum
 
payable in
 
euro,
 
a
 
day
 
on
 
which the
 
Trans-European
 
Automated
 
Real
Time Gross Settlement Express Transfer (TARGET 2) System is operating.
7.3
 
The
 
Agent
 
shall
 
ensure
 
that
 
payments
 
of
 
both
 
principal
 
and
 
interest
 
in
 
respect
 
of
 
a
Temporary
 
Global
 
Note
 
will
 
be
 
made
 
only
 
to
 
the
 
extent
 
that
 
certification
 
of
 
non-U.S.
beneficial ownership as required by
 
U.S. securities laws and U.S.
 
Treasury regulations has
been
 
received
 
from
 
Euroclear
 
and/or
 
Clearstream,
 
Luxembourg
 
in
 
accordance
 
with
 
the
terms thereof.
7.4
 
Subject to
 
the
 
receipt by
 
the
 
Agent of
 
the
 
payment confirmation
 
as provided
 
in
 
subclause
 
above, the 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
 
(failing
 
which
 
the
 
Guarantor)
 
in
 
the
manner
 
provided in
 
the Conditions.
 
If
 
any
 
payment provided
 
for
 
in
 
subclause
 
is made
late but otherwise in accordance with
 
the provisions of this Agreement, the Agent
 
and each
Paying
 
Agent
 
shall
 
nevertheless
 
make
 
payments
 
in
 
respect
 
of
 
the
 
Notes
 
as
 
aforesaid
following receipt by it of such payment.
7.5
 
If
 
for
 
any
 
reason
 
the
 
Agent
 
considers
 
in
 
its
 
reasonable
 
opinion
 
that
 
the
 
amounts
 
to
 
be
received by
 
the Agent
 
pursuant to
 
subclause
 
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, neither the
 
Agent nor any Paying Agent shall
 
be obliged
to pay any such claims until the Agent has received the full amount
 
of all such payments.
7.6
 
Without prejudice to
 
subclauses
 
and
 
if the
 
Agent pays any
 
amounts to the
 
holders
of Notes
 
or Coupons or to
 
any Paying Agent at a
 
time when it has
 
not received payment in
full
 
in
 
respect
 
of
 
the
 
relevant
 
Notes
 
in
 
accordance
 
with
 
subclause
 
(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
 
pay to the
Agent on
 
demand interest
 
(at
 
a rate
 
which represents
 
the
 
aggregate of
 
one per
 
cent. and
the
 
Agent's
 
cost
 
of
 
funding
 
the
 
Shortfall)
 
on
 
the
 
Shortfall
 
(or
 
the
 
unreimbursed
 
portion
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thereof) until the receipt in full by the Agent of the Shortfall.
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7.7
 
The Agent shall on demand promptly reimburse each Paying Agent for payments in respect
of Notes
 
properly made
 
by such
 
Paying Agent
 
in accordance
 
with this
 
Agreement and
 
the
Conditions unless the Agent has notified the Paying Agent,
 
prior to the opening of business
in
 
the
 
location
 
of
 
the
 
office
 
of
 
the
 
Paying
 
Agent
 
through
 
which
 
payment
 
in
 
respect
 
of
 
the
Notes can
 
be made
 
on the
 
due date
 
of a
 
payment in
 
respect of
 
the Notes,
 
that the
 
Agent
does
 
not
 
expect to
 
receive sufficient
 
funds
 
to
 
make
 
payment
 
of
 
all
 
amounts
 
falling due
 
in
respect of such Notes.
7.8
 
Whilst
 
any
 
Notes
 
are
 
represented
 
by
 
Global
 
Notes,
 
all
 
payments
 
due
 
in
 
respect
 
of
 
such
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 any such
 
payment
(i) in the
 
case of a
 
CGN, the Paying
 
Agent to which
 
the Global Note
 
was presented for
 
the
purpose
 
of
 
making
 
such
 
payment
 
shall
 
cause
 
the
 
appropriate
 
Schedule
 
to
 
the
 
relevant
Global Note to be annotated so as to
 
evidence the amounts and dates of such payments of
principal
 
and/or
 
interest
 
as
 
applicable
 
or
 
(ii)
 
in
 
the
 
case
 
of
 
any
 
Global
 
Note
 
which
 
is
 
an
NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records to reflect such payment.
7.9
 
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
 
therefrom
 
or
 
by
 
reason
 
of
 
a
FATCA
 
Withholding),
(i) the Paying
 
Agent to which
 
a Note
 
is presented for
 
the purpose of
 
making such payment
shall,
 
unless
 
the
 
Note
 
is
 
an
 
NGN,
 
make
 
a
 
record
 
of
 
such
 
Shortfall
 
on
 
the
 
Note
 
and
 
such
record shall,
 
in the
 
absence of manifest
 
error,
 
be
prima facie
evidence that the
 
payment in
question has not to that extent been
 
made or (ii) in the case
 
of any Global Note which is an
NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records to reflect such shortfall in payment.
7.10
 
In
 
the
 
event that
 
(a) the
 
Issuer
 
is or
 
becomes a
 
Participating FFI,
 
(b)
 
Notes are
 
issued or
amended (or any
 
terms of the
 
Notes are waived)
 
after the Grandfathering
 
Date and (c)
 
the
Issuer
 
or
 
the
 
Guarantor
 
determines
 
in
 
its
 
sole
 
discretion
 
that
 
FATCA
 
Withholding
 
will
 
be
required in connection with
 
any payment due to the
 
Agent on any Notes, then
 
the Issuer or
the Guarantor will be
 
entitled to re-direct or reorganise any
 
such payment in any way
 
that it
sees fit
 
in order
 
that the
 
payment may
 
be made
 
without FATCA
 
Withholding provided
 
that
any
 
such
 
redirected
 
or
 
reorganised
 
payment
 
is
 
otherwise
 
made
 
in
 
accordance
 
with
 
this
Agreement.
 
The
 
Issuer
 
will
 
promptly
 
notify
 
the
 
Agent
 
and
 
the
 
Noteholders
 
of
 
any
 
such
redirection or reorganisation.
7.11
 
The Agent
 
shall be
 
entitled to
 
deduct FATCA
 
Withholding, and
 
shall have
 
no obligation
 
to
gross-up
 
any
 
payment
 
hereunder
 
or
 
to
 
pay
 
any
 
additional
 
amount
 
as
 
a
 
result
 
of
 
such
FATCA
 
Withholding.
8.
 
DETERMINATIONS
 
AND
 
NOTIFICATIONS
 
IN
 
RESPECT
 
OF
 
NOTES
 
AND
 
INTEREST
DETERMINATION
8.1
Determinations and Notifications
(a)
 
The Agent shall make
 
all such determinations and calculations (howsoever
 
described) as it
is required to do under the Conditions, all subject to and in accordance
 
with the Conditions.
(b)
 
The Agent
 
shall not
 
be responsible
 
to
 
the Issuer,
 
the Guarantor
 
or to
 
any third
 
party as
 
a
result
 
of
 
the
 
Agent
 
having
 
acted
 
on
 
any
 
quotation
 
given
 
by
 
any
 
Reference
 
Bank
 
which
subsequently may be found to be incorrect.
(c)
 
The
 
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
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relevant Stock
 
Exchange of,
inter alia
, 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
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soon
 
as
 
practicable
 
after
 
the
 
determination
 
thereof
 
and
 
of
 
any
 
subsequent
 
amendment
thereto pursuant to the Conditions.
(d)
 
The
 
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 Agent does
 
not at any material 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
forthwith notify the Issuer, the Guarantor and the other Paying Agents of such fact.
(f)
 
Determinations
 
with
 
regard
 
to
 
Notes
 
shall
 
be
 
made
 
by
 
the
 
Calculation Agent
 
specified
 
in
the
 
applicable Final
 
Terms
 
in
 
the
 
manner
 
specified
 
in
 
the
 
applicable Final
 
Terms.
 
Unless
otherwise
 
agreed
 
between
 
the
 
Issuer
 
and
 
the
 
relevant
 
Dealer
 
or
 
unless
 
the
 
Agent
 
is
 
the
Calculation
 
Agent
 
(in
 
which
 
case
 
the
 
provisions
 
of
 
this
 
Agreement
 
shall
 
apply),
 
such
determinations shall be made on the basis of a Calculation Agency Agreement substantially
in the form of Appendix 1 to this Agreement.
8.2
Interest Determination,
 
Screen Rate Determination
 
including Fallback
 
Provisions
(a)
 
Where Screen Rate Determination is specified in the
 
applicable Final Terms
 
as the manner
in
 
which
 
the
 
Rate
 
of
 
Interest
 
is
 
to
 
be
 
determined,
 
the
 
Rate
 
of
 
Interest
 
for
 
each
 
Interest
Period will be determined in accordance with the Conditions.
(b)
 
The Conditions also contain provisions for determining the Rate of Interest
 
in the event that
the
 
Relevant
 
Screen
 
Page
 
is
 
not
 
available
 
or
 
the
 
quotation
 
or
 
quotations
 
required
 
by
 
the
Conditions are unavailable or following a Benchmark Event or Benchmark
 
Transition Event.
9.
 
NOTICE OF ANY WITHHOLDING
 
OR DEDUCTION
In the
 
event that
 
(a) the
 
Issuer or
 
the Guarantor
 
is or
 
becomes a
 
Participating FFI
 
and (b)
Notes
 
are
 
issued
 
or
 
amended
 
(or
 
any
 
terms
 
of
 
the
 
Notes
 
are
 
waived)
 
after
 
the
Grandfathering Date, the Issuer will notify the Agent as soon as
 
is practicable of: (i) the fact
that
 
the
 
Issuer
 
or
 
the
 
Guarantor
 
is
 
or
 
has
 
become
 
a
 
Participating
 
FFI,
 
and
 
(ii)
 
any
 
other
information
 
known
 
to
 
the
 
Issuer
 
and
 
pertaining
 
to
 
the
 
Issuer
 
or,
 
as
 
the
 
case
 
may
 
be,
 
the
Guarantor,
 
necessary
 
for
 
the
 
Agent
 
to
 
determine
 
the
 
amount,
 
if
 
any,
 
it
 
is
 
required
 
to
withhold or
 
deduct in
 
respect of
 
any FATCA
 
Withholding in
 
relation to
 
any payment
 
under
the Notes.
10.
 
DUTIES OF THE
 
AGENT IN CONNECTION
 
WITH EARLY REDEMPTION
10.1
 
If
 
the
 
Issuer
 
decides
 
to
 
redeem
 
any
 
Notes
 
for
 
the
 
time
 
being
 
outstanding
 
prior
 
to
 
their
Maturity Date in accordance with
 
the Conditions, the Issuer shall,
 
unless otherwise agreed,
give notice of such decision to the Agent not less than
 
15 days before the date on which the
Issuer
 
will
 
give
 
notice
 
to
 
the
 
Noteholders
 
in
 
accordance
 
with
 
the
 
Conditions
 
of
 
such
redemption
 
in
 
order
 
to
 
enable
 
the
 
Agent
 
to
 
undertake
 
its
 
obligations
 
herein
 
and
 
in
 
the
Conditions.
10.2
 
If
 
some
 
only
 
of
 
the
 
Notes
 
are
 
to
 
be
 
redeemed
 
on
 
such
 
date,
 
the
 
Agent
 
shall
 
make
 
the
required
 
drawing
 
in
 
accordance
 
with
 
the
 
Conditions
 
but
 
shall
 
give
 
the
 
Issuer
 
and
 
the
Guarantor
 
reasonable
 
notice
 
of
 
the
 
time
 
and
 
place
 
proposed
 
for
 
such
 
drawing
 
and
 
the
Issuer shall be entitled to send representatives to attend such drawing.
10.3
 
The
 
Agent
 
shall
 
publish
 
the
 
notice
 
required
 
in
 
connection
 
with
 
any
 
such
 
redemption
 
and
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shall
 
at
 
the
 
same
 
time
 
also
 
publish
 
a
 
separate
 
list
 
of
 
the
 
serial
 
numbers
 
of
 
any
 
Notes
previously drawn and not
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presented
 
for
 
redemption.
 
Such
 
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,
 
the
 
serial
 
numbers
 
of
 
the
 
Notes
 
to
 
be
 
redeemed.
 
Such
 
notice
 
will
 
be
published
 
in
 
accordance
 
with
 
the
 
Conditions.
 
The
 
Agent
 
will
 
also
 
notify
 
the
 
other
 
Paying
Agents of any date fixed for redemption of any Notes.
10.4
 
Each Paying Agent will keep a stock of Put Notices and will make such notices available on
demand to holders of Notes, the Conditions of which provide for redemption at the option of
Noteholders.
 
Upon
 
receipt
 
of
 
any
 
Note
 
deposited
 
in
 
the
 
exercise
 
of
 
such
 
option
 
in
accordance with
 
the Conditions,
 
the Paying
 
Agent with
 
which such
 
Note is
 
deposited shall
hold
 
such
 
Note (together
 
with
 
any Coupons
 
and Talons
 
relating to
 
it
 
deposited with
 
it)
 
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
 
such
option, when, subject as provided below, it shall present such Note (and
 
any such Coupons
and Talons)
 
to itself
 
for payment
 
of the
 
amount due
 
thereon together with
 
any interest
 
due
on such
 
date in accordance
 
with the
 
Conditions and shall
 
pay such moneys
 
in accordance
with the
 
directions of
 
the Noteholder
 
contained in
 
the relevant
 
Put Notice.
 
If, prior
 
to such
due
 
date
 
for
 
its
 
redemption, such
 
Note
 
becomes
 
immediately
 
due
 
and
 
payable or
 
if
 
upon
due
 
presentation
 
payment
 
of
 
such
 
redemption
 
moneys
 
is
 
improperly
 
withheld
 
or
 
refused,
the
 
Paying
 
Agent
 
concerned
 
shall
 
post
 
such
 
Note
 
(together
 
with
 
any
 
such
 
Coupons
 
and
Talons)
 
by
 
uninsured
 
post
 
to,
 
and
 
at
 
the
 
risk
 
of,
 
the
 
relevant
 
Noteholder
 
unless
 
the
Noteholder
 
has
 
otherwise requested
 
and
 
paid the
 
costs
 
of
 
such
 
insurance to
 
the
 
relevant
Paying Agent at
 
the time of
 
depositing the Notes at
 
such address as
 
may have been
 
given
by the
 
Noteholder in the
 
relevant Put
 
Notice.
 
At the
 
end of
 
each period for
 
the exercise of
such option,
 
each Paying
 
Agent shall
 
promptly notify
 
the
 
Agent of
 
the
 
principal amount
 
of
the
 
Notes
 
in
 
respect
 
of
 
which
 
such
 
option
 
has
 
been
 
exercised
 
with
 
it
 
together
 
with
 
their
serial numbers and the Agent shall promptly notify such details to the Issuer.
 
The Issuer
 
or
the
 
Guarantor
 
shall
 
provide
 
to
 
the
 
Agent
 
sufficient
 
supplies
 
of
 
blank
 
Put
 
Notices
 
for
 
such
purposes.
11.
 
RECEIPT AND PUBLICATION OF NOTICES
11.1
 
Forthwith
 
upon
 
the
 
receipt
 
by
 
the
 
Agent
 
of
 
a
 
demand
 
or
 
notice
 
from
 
any
 
Noteholder
 
in
accordance with the Conditions the Agent shall forward a copy thereof to the Issuer and the
Guarantor.
11.2
 
On behalf of and at the request and expense of the Issuer (failing which the Guarantor), the
Agent
 
shall
 
cause
 
to
 
be
 
published
 
all
 
notices
 
required
 
to
 
be
 
given
 
by
 
the
 
Issuer
 
or
 
the
Guarantor to the Noteholders in accordance with the Conditions.
12.
 
CANCELLATION OF NOTES, COUPONS
 
AND TALONS
12.1
 
All
 
Notes
 
which
 
are
 
redeemed,
 
all
 
Coupons
 
which
 
are
 
paid
 
and
 
all
 
Talons
 
which
 
are
exchanged shall
 
be cancelled
 
by the
 
Agent or
 
Paying Agent
 
by which
 
they are
 
redeemed,
paid
 
or
 
exchanged.
 
In
 
addition,
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
shall
 
immediately notify
 
the
Agent
 
in
 
writing
 
of
 
all
 
Notes
 
which
 
are
 
purchased
 
by
 
or
 
on
 
behalf
 
of
 
the
 
Issuer
 
or
 
the
Guarantor and
 
all such
 
Notes surrendered
 
to a
 
Paying Agent
 
for cancellation,
 
together (in
the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached thereto
or
 
surrendered
 
therewith,
 
shall
 
be
 
cancelled
 
by
 
the
 
Paying
 
Agent
 
to
 
which
 
they
 
are
surrendered.
 
Each
 
of
 
the
 
other
 
Paying
 
Agents
 
shall
 
give
 
to
 
the
 
Agent
 
details
 
of
 
all
payments
 
made
 
by
 
it
 
and
 
shall
 
deliver
 
all
 
cancelled
 
Notes,
 
Coupons
 
and
 
Talons
 
to
 
the
Agent.
12.2
 
A certificate stating:
(a)
 
the
 
aggregate
 
nominal
 
amount
 
of
 
Notes
 
which
 
have
 
been
 
redeemed
 
and
 
the
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aggregate amount paid in respect thereof;
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(b)
 
the number of Notes cancelled together (in the case of Notes in definitive
 
form) with
details of all unmatured Coupons or Talons (if any) attached thereto or delivered
therewith;
(c)
 
the aggregate amount paid
 
in respect of interest on
 
the Notes;
(d)
 
the total number by
 
maturity date of Coupons and
 
Talons
 
so cancelled; and
(e)
 
(in the case of Definitive
 
Notes) the serial numbers of
 
such Notes,
shall
 
be
 
given
 
to
 
the
 
Issuer
 
by
 
the
 
Agent
 
as
 
soon
 
as
 
reasonably
 
practicable
 
and
 
in
 
any
event upon written
 
request within three
 
months after the
 
date of such
 
repayment or,
 
as the
case may be, payment or exchange.
12.3
 
The
 
Agent
 
shall
 
destroy
 
all
 
cancelled
 
Notes,
 
Coupons
 
and
 
Talons
 
and,
 
forthwith
 
upon
destruction, furnish
 
the Issuer
 
upon written
 
request with
 
a certificate
 
of the
 
serial numbers
of
 
the
 
Notes
 
(in
 
the
 
case
 
of
 
Notes
 
in
 
definitive
 
form)
 
and
 
the
 
number
 
by
 
maturity
 
date
 
of
Coupons and Talons so destroyed.
12.4
 
Without
 
prejudice
 
to
 
the
 
obligations
 
of
 
the
 
Agent
 
pursuant
 
to
 
subclause
 
the
 
Agent
shall keep
 
a full
 
and complete
 
record of
 
all
 
Notes, Coupons
 
and Talons
 
(other than
 
serial
numbers of Coupons) and of their redemption, purchase by or on behalf of the Issuer or the
Guarantor
 
and
 
cancellation,
 
payment
 
or
 
exchange
 
(as
 
the
 
case
 
may
 
be)
 
and
 
of
 
all
replacement
 
Notes,
 
Coupons
 
or
 
Talons
 
issued
 
in
 
substitution
 
for
 
mutilated,
 
defaced,
destroyed,
 
lost
 
or
 
stolen
 
Notes,
 
Coupons
 
or
 
Talons.
 
The
 
Agent
 
shall
 
in
 
respect
 
of
 
the
Coupons of each maturity retain (in
 
the case of Coupons other than
 
Talons)
 
until the expiry
of ten years from the Relevant Date in respect of such Coupons and (in the
 
case of Talons)
indefinitely
 
either
 
all
 
paid
 
or
 
exchanged
 
Coupons
 
of
 
that
 
maturity
 
or
 
a
 
list
 
of
 
the
 
serial
numbers
 
of
 
Coupons
 
of
 
that
 
maturity
 
still
 
remaining
 
unpaid
 
or
 
unexchanged.
 
The
 
Agent
shall at
 
all reasonable
 
times make
 
such record
 
available to
 
the
 
Issuer,
 
the Guarantor
 
and
any persons
 
authorised by
 
it for
 
inspection and
 
for the
 
taking of
 
copies thereof
 
or extracts
therefrom.
12.5
 
The
 
Agent
 
is
 
authorised
 
by
 
the
 
Issuer
 
and
 
instructed
 
(a)
 
in
 
the
 
case
 
of
 
any
 
Global
 
Note
which is
 
a CGN,
 
to endorse
 
or to
 
arrange for
 
the endorsement
 
of the
 
relevant Global
 
Note
to reflect the reduction in the nominal amount represented by it by the amount so redeemed
or
 
purchased
 
and
 
cancelled
 
and
 
(b)
 
in
 
the
 
case
 
of
 
any
 
Global
 
Note
 
which
 
is
 
an
 
NGN,
 
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 Agent of
the same in accordance with subclause 12.1.
12.6
 
All records and certificates made or given
 
pursuant to this clause and clause
 
shall make
a distinction between Notes, Coupons and Talons of each Series.
13.
 
ISSUE OF REPLACEMENT
 
NOTES, COUPONS
 
AND TALONS
13.1
 
The Issuer will cause a sufficient quantity of additional forms of Notes, Coupons and Talons
to be
 
available, upon request,
 
to the
 
Agent at
 
its specified
 
office for
 
the purpose
 
of issuing
replacement Notes, Coupons and Talons as provided below.
13.2
 
The
 
Agent
 
will,
 
subject
 
to
 
and
 
in
 
accordance
 
with
 
the
 
Conditions
 
and
 
the
 
following
provisions
 
of
 
this
 
clause,
 
cause
 
to
 
be
 
delivered
 
any
 
replacement
 
Notes,
 
Coupons
 
and
Talons
 
which
 
the
 
Issuer
 
may
 
determine
 
to
 
issue
 
in
 
place
 
of
 
Notes,
 
Coupons
 
and
 
Talons
which have been lost, stolen, mutilated, defaced or destroyed.
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13.3
 
In
 
the
 
case of
 
a mutilated
 
or
 
defaced Note,
 
the
 
Agent
 
shall ensure
 
that (unless
 
otherwise
covered
 
by
 
such
 
indemnity
 
as
 
the
 
Issuer
 
may
 
reasonably
 
require)
 
any
 
replacement
 
Note
will only have attached
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to it Coupons and Talons corresponding to those (if any) attached to the mutilated or
defaced Note which is presented for replacement.
13.4
 
The
 
Agent
 
shall
 
not
 
issue
 
any
 
replacement
 
Note,
 
Coupon
 
or
 
Talon
 
unless
 
and
 
until
 
the
claimant therefor shall have:
(a)
 
paid such costs and
 
expenses as may be incurred
 
in connection therewith;
(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, Coupon or
 
Talon, surrendered it to the
Agent.
13.5
 
The Agent
 
shall cancel any
 
mutilated or
 
defaced Notes, Coupons
 
and Talons
 
in respect
 
of
which replacement
 
Notes, Coupons
 
and Talons
 
have been
 
issued pursuant
 
to this
 
clause
and
 
shall
 
furnish
 
the
 
Issuer
 
with
 
a
 
certificate
 
stating
 
the
 
serial
 
numbers
 
of
 
the
 
Notes,
Coupons and Talons
 
so cancelled and, unless otherwise
 
instructed by the Issuer in
 
writing,
shall
 
destroy
 
such
 
cancelled
 
Notes,
 
Coupons
 
and
 
Talons
 
and
 
furnish
 
the
 
Issuer
 
with
 
a
destruction certificate containing the information specified
 
in subclause
13.6
 
The
 
Agent
 
shall,
 
on
 
issuing any
 
replacement Note,
 
Coupon
 
or
 
Talon,
 
forthwith
 
inform the
Issuer and the other Paying Agents of the serial number of such replacement Note, Coupon
or Talon
 
issued and
 
(if known)
 
of the
 
serial number
 
of the
 
Note, Coupon
 
or Talon
 
in place
of
 
which
 
such
 
replacement
 
Note,
 
Coupon
 
or
 
Talon
 
has
 
been
 
issued.
 
Whenever
replacement
 
Coupons
 
or
 
Talons
 
are
 
issued
 
pursuant
 
to
 
the
 
provisions of
 
this
 
clause,
 
the
Agent
 
shall
 
also
 
notify
 
the
 
other
 
Paying
 
Agents
 
of
 
the
 
maturity
 
dates
 
of
 
the
 
lost,
 
stolen,
mutilated,
 
defaced
 
or
 
destroyed
 
Coupons
 
or
 
Talons
 
and
 
of
 
the
 
replacement
 
Coupons
 
or
Talons
 
issued.
13.7
 
The
 
Agent
 
shall
 
keep
 
a
 
full
 
and
 
complete
 
record
 
of
 
all
 
replacement
 
Notes,
 
Coupons
 
and
Talons
 
issued and
 
shall make
 
such record
 
available at
 
all reasonable
 
times to
 
the Issuer,
the Guarantor
 
and any
 
persons authorised
 
by it
 
for inspection
 
and for
 
the taking
 
of copies
thereof or extracts therefrom.
13.8
 
Whenever any Note, Coupon
 
or Talon
 
for which a
 
replacement Note, Coupon or
 
Talon
 
has
been issued
 
and in
 
respect of
 
which the
 
serial number
 
is known
 
is presented
 
to the
 
Agent
or
 
any
 
of
 
the
 
other
 
Paying
 
Agents
 
for
 
payment,
 
the
 
Agent
 
or,
 
as
 
the
 
case
 
may
 
be,
 
the
relevant
 
other
 
Paying
 
Agent
 
shall
 
immediately
 
send
 
notice
 
thereof
 
to
 
the
 
Issuer
 
and
 
the
other Paying Agents.
14.
 
COPIES OF DOCUMENTS
 
AVAILABLE
 
FOR INSPECTION OR
 
COLLECTION
14.1
 
The
 
Paying Agents
 
shall hold
 
available for
 
inspection or
 
collection at
 
their
 
specified office
during
 
normal
 
business
 
hours
 
copies
 
of
 
all
 
documents
 
required
 
to
 
be
 
so
 
available
 
by
 
the
Conditions of
 
any Notes. For
 
these purposes, the
 
Issuer,
 
failing which the
 
Guarantor,
 
shall
furnish the Paying Agents with sufficient copies of each of the relevant documents.
14.2
 
Each Paying Agent shall provide by email
 
to a Noteholder copies of all
 
documents required
to
 
be so
 
available by
 
the
 
Conditions of
 
any Notes,
 
following the
 
Noteholder’s prior
 
written
request and
 
provision of proof
 
of holding
 
and identity (in
 
a form
 
satisfactory to the
 
relevant
Paying Agent).
15.
 
MEETINGS OF NOTEHOLDERS
15.1
 
The
 
provisions of
 
hereto shall
 
apply to
 
meetings of
 
the
 
Noteholders and
 
shall
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have effect in the same manner as if set out in this Agreement.
15.2
 
Without prejudice to subclause
 
each of the Agent and the other Paying
 
Agents on the
request
 
of
 
any
 
Noteholder
 
shall
 
issue
 
voting
 
certificates
 
and
 
block
 
voting
 
instructions
 
in
accordance
 
with
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and
 
shall
 
forthwith
 
give
 
notice
 
to
 
the
 
Issuer
 
in
 
writing
 
of
 
any
 
revocation
 
or
amendment
 
of a
 
block voting
 
instruction.
 
Each of
 
the Agent
 
and the
 
other Paying
 
Agents
will
 
keep
 
a
 
full
 
and
 
complete
 
record
 
of
 
all
 
voting
 
certificates
 
and
 
block
 
voting
 
instructions
issued by it and will, not less than 24
 
hours before the time appointed for holding a meeting
or
 
adjourned meeting,
 
deposit at
 
such place
 
as the
 
Agent shall
 
designate or
 
approve, full
particulars
 
of
 
all
 
voting
 
certificates
 
and
 
block
 
voting
 
instructions
 
issued
 
by
 
it
 
in
 
respect
 
of
such
 
meeting
 
or
 
adjourned
 
meeting.
 
The
 
Issuer
 
shall
 
provide
 
to
 
the
 
Agent
 
sufficient
supplies of such voting certificates and block voting instructions
 
for such purposes.
16.
 
COMMISSIONS, EXPENSES
 
AND REVIEW OF FEES
 
AND EXPENSES
16.1
 
The
 
Issuer,
 
failing
 
which
 
the
 
Guarantor
 
agrees
 
to
 
pay
 
to
 
the
 
Agent
 
such
 
fees
 
and
commissions as
 
the Issuer,
 
the Guarantor
 
and the
 
Agent shall
 
separately agree
 
in respect
of
 
the
 
services
 
of
 
the
 
Agent
 
and
 
the
 
other
 
Paying
 
Agents
 
hereunder
 
together
 
with
 
any
expenses reasonably incurred (including
 
legal, printing, postage, fax,
 
cable and advertising
expenses) incurred by
 
the Agent and
 
the other Paying
 
Agents in connection
 
with their said
services.
16.2
 
The
 
Agent
 
will
 
make
 
payment
 
of
 
the
 
fees
 
and
 
commissions
 
due
 
hereunder
 
to
 
the
 
other
Paying
 
Agents and
 
will reimburse
 
their expenses
 
promptly after
 
the receipt
 
of the
 
relevant
moneys from the
 
Issuer or,
 
as the case
 
may be, the
 
Guarantor.
 
Neither the Issuer
 
nor the
Guarantor shall be responsible for any such payment
 
or reimbursement by the Agent to the
other Paying Agents.
16.3
 
The
 
parties
 
to
 
this
 
Agreement
 
agree
 
that,
 
at
 
the
 
request
 
of
 
the
 
Agent,
 
the
 
fees
 
and
expenses payable under this clause
 
may be reviewed and increased from time to time in
accordance with
 
the
 
Agent’s
 
or any
 
other relevant
 
Paying Agent’s
 
then
 
current fee
 
levels.
In
 
addition,
 
the
 
Agent
 
reserves
 
the
 
right
 
at
 
any
 
time
 
and
 
from
 
time
 
to
 
time
 
to
 
charge
 
the
Issuer properly incurred additional
 
fees and expenses
 
in respect of the
 
performance by the
Agent or
 
such other
 
Paying Agent
 
of services
 
hereunder in
 
respect of
 
any exercise
 
by the
Issuer
 
or
 
the
 
Noteholders
 
of
 
any
 
call
 
or
 
put
 
option,
 
exchanges, conversions,
 
solicitations,
offers, tenders or any other process that requires communication with
 
the Noteholders.
17.
 
INDEMNITY
17.1
 
The
 
Issuer,
 
failing
 
which
 
the
 
Guarantor,
 
agrees
 
to
 
indemnify,
 
defend
 
and
 
hold
 
the
 
Agent
and its
 
officers, directors,
 
employees, agents and
 
shareholders harmless from
 
and against
any and all liabilities that are properly incurred by each of them and
 
their respective officers,
directors,
 
employees,
 
agents
 
and
 
shareholders
 
arising
 
directly
 
or
 
indirectly
 
out
 
of
 
or
 
in
connection with this Agreement (including value added
 
tax or similar tax pursuant to
 
clause
1.4
 
of
 
this
 
Agreement
 
and
 
stamp
 
and
 
other
 
documentary
 
taxes
 
and
 
duties
 
pursuant
 
to
clause 27 of this Agreement, but
 
excluding all other taxes), including, without limitation, any
payment made by
 
the Agent relying
 
on information received
 
by it
 
pursuant to clause
 
7 and
the legal
 
costs and
 
expenses as
 
such expenses
 
are incurred
 
(including, without
 
limitation,
the
 
expenses
 
of
 
any
 
experts,
 
counsel,
 
agents
 
or
 
other
 
professional
 
advisers)
 
of
investigating,
 
preparing
 
for
 
or
 
defending
 
itself
 
against
 
any
 
action,
 
claim
 
or
 
liability
 
in
connection
 
with
 
its
 
performance
 
hereunder.
 
In
 
no
 
event
 
however,
 
shall
 
the
 
Issuer
 
or
 
the
Guarantor be
 
obliged to
 
indemnify the
 
Agent and
 
keep the
 
Agent harmless
 
from any
 
fees,
expenses,
 
charges
 
and/or
 
liabilities
 
(i)
 
incurred by
 
the
 
Agent
 
as
 
a
 
result
 
of
 
its
 
own
 
fraud,
wilful misconduct
 
or negligence,
 
or (ii)
 
the reimbursement
 
of which
 
is governed
 
by another
clause of this Agreement.
17.2
 
The
 
indemnity set
 
out
 
above
 
shall
 
survive the
 
resignation
 
or
 
removal
 
of
 
the
 
Agent
 
or
 
any
termination or expiry of this Agreement
 
including any termination under any bankruptcy law
or similar.
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18.
 
REPAYMENT
 
BY THE AGENT
Upon the Issuer or,
 
as the case may be, the
 
Guarantor being discharged from its obligation
to
 
make
 
payments
 
in
 
respect
 
of
 
any
 
Notes
 
pursuant
 
to
 
the
 
relevant
 
Conditions,
 
and
provided
 
that
 
there
 
is
 
no
 
outstanding,
bona
 
fide
and
 
proper
 
claim
 
in
 
respect
 
of
 
any
 
such
payments, the
 
Agent shall
 
forthwith on
 
demand pay
 
to the
 
Issuer or,
 
as the
 
case may
 
be,
the Guarantor sums
 
equivalent to any
 
amounts paid to
 
it by the
 
Issuer or,
 
as the case
 
may
be, the Guarantor for the purposes of such payments.
19.
 
CONDITIONS OF APPOINTMENT
19.1
 
The Agent
 
shall be
 
entitled to
 
deal with money
 
paid to it
 
by the Issuer
 
or the Guarantor
 
for
the purpose of
 
this Agreement in
 
the same manner
 
as other money
 
paid to a
 
banker by its
customers except:
(a)
 
that it shall not exercise
 
any right of set-off, lien or similar
 
claim in respect
 
thereof;
(b)
 
as provided in subclause
 
below; and
(c)
 
that it shall not be
 
liable to account to the
 
Issuer or the Guarantor for any
 
interest
thereon.
19.2
 
In
 
acting
 
hereunder
 
and
 
in
 
connection
 
with
 
the
 
Notes,
 
the
 
Agent
 
and
 
the
 
other
 
Paying
Agents
 
shall
 
act
 
solely
 
as
 
agents
 
of
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
and
 
will
 
not
 
thereby
assume
 
any
 
obligations
 
towards
 
or
 
relationship
 
of
 
agency
 
or
 
trust
 
for
 
or
 
with
 
any
 
of
 
the
owners or holders of the Notes, Coupons or Talons.
19.3
 
The Agent
 
and the
 
other Paying Agents
 
hereby undertake to
 
the Issuer
 
and the
 
Guarantor
to
 
perform
 
such
 
obligations
 
and
 
duties,
 
and
 
shall
 
be
 
obliged
 
to
 
perform
 
such
 
duties
 
and
only
 
such
 
duties
 
as
 
are
 
herein
 
(including
 
Schedule
 
8
 
in
 
the
 
case
 
of
 
the
 
Agent),
 
in
 
the
Conditions and in
 
the Procedures Memorandum
 
specifically set forth
 
and no implied
 
duties
or
 
obligations
 
shall
 
be
 
read
 
into
 
this
 
Agreement
 
or
 
the
 
Notes
 
against
 
the
 
Agent
 
and
 
the
other Paying
 
Agents.
 
Each of
 
the Paying
 
Agents (other
 
than the
 
Agent) agrees
 
that if
 
any
information
 
that
 
is
 
required
 
by
 
the
 
Agent
 
to
 
perform
 
the
 
duties
 
set
 
out
 
in
 
Schedule
 
8
becomes known to it, it will promptly provide such information to the Agent.
19.4
 
The Agent
 
may consult
 
with legal
 
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 hereunder in good faith and in accordance with the opinion of such advisers.
19.5
 
Each of the Agent and the other Paying Agents 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
 
notice,
 
resolution,
 
direction,
consent,
 
certificate,
 
affidavit,
 
Note,
 
statement,
 
cable,
 
telex
 
or
 
other
 
paper
 
or
 
document
which it
 
reasonably believes
 
to be
 
genuine and
 
to have
 
been delivered,
 
signed or
 
sent by
the proper party or parties or upon written instructions from the
 
Issuer or the Guarantor.
19.6
 
Any of
 
the Agent
 
and the
 
other Paying
 
Agents and
 
their officers,
 
directors and
 
employees
may
 
become the
 
owner of,
 
or acquire
 
any interest
 
in, any
 
Notes, Coupons
 
or Talons
 
with
the same
 
rights that
 
it or
 
they would
 
have if
 
the Agent
 
or the
 
relevant other
 
Paying Agent,
as
 
the
 
case
 
may
 
be,
 
concerned
 
were
 
not
 
appointed
 
hereunder,
 
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
Coupons or in connection with any other obligations
 
of the Issuer or the Guarantor as freely
as if the Agent or
 
the relevant other Paying Agent, as the
 
case may be, were not appointed
hereunder.
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19.7
 
The
 
Issuer
 
and
 
the
 
Guarantor
 
shall
 
provide
 
the
 
Agent
 
with
 
a
 
certified
 
copy
 
of
 
the
 
list
 
of
persons authorised
 
to execute
 
documents and
 
take action
 
on its
 
behalf in
 
connection with
this
 
Agreement
 
and
 
shall
 
notify
 
the
 
Agent
 
immediately
 
in
 
writing
 
if
 
any
 
of
 
such
 
persons
ceases to
 
be so
 
authorised or
 
if any
 
additional person
 
becomes so
 
authorised together,
 
in
the
 
case
 
of
 
an
 
additional
 
authorised
 
person,
 
with
 
evidence
 
satisfactory
 
to
 
the
 
Agent
 
that
such person has been so authorised.
19.8
 
Notwithstanding any provision of
 
this Agreement to
 
the contrary,
 
the Agent shall
 
not in any
event
 
be
 
liable
 
for
 
indirect,
 
punitive
 
or
 
consequential
 
loss
 
or
 
damage
 
of
 
any
 
kind
whatsoever (including but not
 
limited to lost profits), whether
 
or not foreseeable, even if
 
the
Agent has been advised of the likelihood of such loss or damage and regardless of whether
the claim for loss or damage is made in negligence, for breach of contract
 
or otherwise.
19.9
 
Notwithstanding anything
 
to the
 
contrary in
 
the transaction
 
documents, the
 
Agent shall
 
not
be
 
liable
 
to
 
any
 
person
 
for
 
any
 
matter
 
or
 
thing
 
done
 
or
 
omitted
 
in
 
any
 
way
 
in
 
connection
with the transaction documents save in relation to its own wilful default, negligence, fraud or
wilful misconduct, including that of its officers and employees.
19.10
 
The
 
Agent
 
shall
 
not
 
be
 
under
 
any
 
obligation
 
to
 
take
 
(and
 
the
 
Agent
 
shall
 
be
 
entitled
 
to
refrain
 
from
 
taking
 
without
 
liability)
 
any
 
action
 
under
 
this
 
Agency
 
Agreement
 
(including
without limitation,
 
any legal
 
action or
 
proceedings under
 
or in
 
connection with
 
this Agency
Agreement)
 
or
 
the
 
other
 
transaction
 
documents
 
which
 
in
 
its
 
reasonable
 
opinion
 
may
 
be
illegal or
 
contrary to
 
any law
 
or regulation
 
applicable to
 
it (including,
 
without limitation,
 
the
laws
 
of
 
the
 
United
 
States
 
of
 
America
 
or
 
any
 
jurisdiction
 
forming
 
part
 
of
 
it
 
or
 
England
 
and
Wales
 
or
 
Luxembourg)
 
or
 
any
 
direction
 
or
 
regulation
 
of
 
any
 
agency
 
of
 
any
 
such
 
state
 
or
jurisdiction. The
 
Agent may
 
without liability do
 
anything which
 
is, in
 
its reasonable
 
opinion,
necessary to
 
comply with
 
any
 
such
 
law,
 
directive,
 
policy or
 
regulation.
 
In
 
such
 
event,
 
the
Agent shall, where legally permissible and reasonably practicable,
 
take all reasonable steps
to notify the Issuer that it has so refrained.
20.
 
RELEASE OF THE GUARANTOR
20.1
 
If the Guarantee terminates
 
and the Guarantor is
 
released from its
 
obligations in respect of
the
 
Notes
 
pursuant
 
to
 
Condition
 
2(c)
 
(
Termination
 
of
 
Guarantee
),
 
the
 
Guarantor
 
will
 
be
deemed
 
to
 
be
 
simultaneously
 
released
 
from
 
its
 
rights
 
and
 
obligations
 
as
 
the
 
Guarantor
under
 
this
 
Agreement
 
from
 
(and
 
including)
 
the
 
Guarantee
 
Termination
 
Date,
 
without
prejudice to any obligations which may have accrued prior to
 
that time, without the need for
any further act or thing to be done.
20.2
 
Pursuant
 
to
 
the
 
terms
 
of
 
Condition
 
2(c),
 
the
 
Issuer
 
shall
 
deliver
 
to
 
the
 
Agent
 
a
 
notice
 
of
such termination as soon as reasonably practicable after such
 
termination.
21.
 
COMMUNICATION
 
BETWEEN THE PARTIES
A copy
 
of all
 
communications relating to
 
the subject
 
matter of
 
this Agreement
 
between the
Issuer,
 
the Guarantor and the Noteholders or Couponholders and any of the Paying Agents
(other than the Agent) shall be sent to the Agent by the other
 
relevant Paying Agent.
22.
 
CHANGES IN AGENT
 
AND OTHER PAYING AGENTS
22.1
 
Each of the Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or
until moneys
 
for the
 
payment of
 
all amounts
 
in respect
 
of all
 
outstanding Notes
 
have been
made available to
 
the Agent and
 
have been returned
 
to the Issuer
 
or, as
 
the case may
 
be,
the Guarantor as provided herein:
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(a)
 
so long
 
as any
 
Notes are
 
listed on
 
any Stock
 
Exchange, there
 
will at
 
all times
 
be a
Paying Agent (which may be the Agent) with a
 
specified office in such place as may
be
 
required
 
by
 
the
 
rules
 
and
 
regulations
 
of
 
the
 
relevant
 
Stock
 
Exchange
 
or
 
other
relevant authority;
(b)
 
there will at all times
 
be a Paying Agent with
 
a specified office outside Norway;
 
and
(c)
 
there will at all times be
 
an Agent.
In
 
addition, the
 
Issuer
 
and
 
the
 
Guarantor
 
shall
 
forthwith
 
appoint
 
a
 
Paying Agent
 
having
 
a
specified office in New York
 
City in the circumstances described in the second paragraph of
Condition
 
4(d).
 
Any
 
variation,
 
termination,
 
appointment
 
or
 
change
 
shall
 
only
 
take
 
effect
(other than in the case of insolvency (as provided in subclause
 
below), when it shall be
of immediate effect)
 
after not less
 
than 30 nor
 
more than 45
 
days' prior notice
 
thereof shall
have been given to the Noteholders in accordance with Condition
 
12.
22.2
 
The Agent
 
may (subject as
 
provided in
 
subclause
 
below) at any
 
time resign
 
as Agent
by giving
 
at least
 
90 days'
 
written notice
 
to the
 
Issuer
 
and the
 
Guarantor of
 
such intention
on its part, specifying the date on which its desired resignation
 
shall become effective.
22.3
 
The Agent
 
may (subject
 
as provided
 
in subclause
 
below) be
 
removed at
 
any time
 
by
the Issuer and the Guarantor on at least 30
 
days' notice by the filing with it of
 
an instrument
in writing signed on behalf of the Issuer and the Guarantor specifying such removal
 
and the
date when it shall become effective.
22.4
 
Any resignation under
 
subclause
 
or removal under
 
subclauses
 
or
 
shall only
take effect
 
upon the
 
appointment by
 
the Issuer
 
and the
 
Guarantor as
 
hereinafter provided,
of a
 
successor Agent and
 
(other than
 
in cases
 
of insolvency
 
of the
 
Agent) on
 
the expiry
 
of
the notice to be given
 
under clause
 
The Issuer and the Guarantor agree
 
with the Agent
that if, by the
 
day falling ten days before
 
the expiry of any
 
notice under subclause
 
the
Issuer and
 
the Guarantor
 
have not
 
appointed a
 
successor Agent,
 
then
 
the Agent
 
shall be
entitled,
 
on
 
behalf of
 
the
 
Issuer
 
and the
 
Guarantor to
 
appoint
 
as
 
a successor
 
Agent in
 
its
place a reputable financial institution of good
 
standing which the Issuer shall approve (such
approval not to be unreasonably withheld or delayed).
22.5
 
In case at
 
any time the Agent
 
resigns, or is removed,
 
or becomes incapable of
 
acting, or is
adjudged
 
bankrupt
 
or
 
insolvent,
 
or
 
files
 
a
 
voluntary
 
petition
 
in
 
bankruptcy
 
or
 
makes
 
an
assignment
 
for
 
the
 
benefit
 
of
 
its
 
creditors
 
or
 
consents
 
to
 
the
 
appointment
 
of
 
an
administrator,
 
liquidator or
 
administrative or
 
other receiver
 
of all
 
or a
 
substantial part
 
of its
property,
 
or
 
admits
 
in
 
writing
 
its
 
inability
 
to
 
pay
 
or
 
meet
 
its
 
debts
 
as
 
they
 
mature
 
or
suspends
 
payment
 
thereof,
 
or
 
if
 
any
 
order
 
of
 
any
 
court
 
is
 
entered
 
approving
 
any
 
petition
filed by or
 
against it under
 
the provisions of
 
any applicable bankruptcy or
 
insolvency law or
if
 
a
 
receiver of
 
it
 
or
 
of
 
all or
 
a
 
substantial part
 
of its
 
property is
 
appointed or
 
if
 
any
 
officer
takes
 
charge
 
or
 
control
 
of
 
it
 
or
 
of
 
its
 
property
 
or
 
affairs
 
for
 
the
 
purpose
 
of
 
rehabilitation,
conservation
 
or
 
liquidation,
 
a
 
successor
 
Agent,
 
which
 
shall
 
be
 
a
 
reputable
 
financial
institution
 
of
 
good
 
standing
 
may
 
be
 
appointed
 
by
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
by
 
an
instrument in
 
writing filed
 
with the
 
successor Agent.
 
Upon the
 
appointment as
 
aforesaid of
a
 
successor
 
Agent
 
and
 
acceptance
 
by
 
the
 
latter
 
of
 
such
 
appointment
 
and
 
(other
 
than
 
in
case
 
of
 
insolvency
 
of
 
the
 
Agent
 
when
 
it
 
shall
 
be
 
of
 
immediate
 
effect)
 
upon
 
expiry
 
of
 
the
notice
 
to
 
be given
 
under clause
 
the
 
Agent so
 
superseded shall
 
cease to
 
be the
 
Agent
hereunder.
22.6
 
Subject to
 
subclause
 
the Issuer
 
and the
 
Guarantor may,
 
after prior
 
consultation with
the Agent, terminate
 
the appointment of
 
any of the
 
other Paying Agents
 
at any
 
time and/or
appoint one or more further other
 
Paying Agents by giving to the
 
Agent, and to the relevant
other Paying Agent at least
 
45 days' notice in writing to that effect (other than in the case of
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insolvency of the other Paying Agent).
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22.7
 
Subject
 
to
 
subclause
 
all
 
or
 
any
 
of
 
the
 
Paying
 
Agents
 
may
 
resign
 
their
 
respective
appointments hereunder
 
at
 
any time
 
by giving
 
the Issuer,
 
the Guarantor
 
and
 
the
 
Agent at
least 45 days' written notice to that effect.
22.8
 
Upon its resignation or
 
removal becoming effective, the
 
Agent or the relevant
 
Paying Agent:
(a)
 
shall forthwith transfer all moneys
 
held by it hereunder and, if
 
applicable, deliver the
records referred
 
to in
 
subclauses
 
and
 
to the
 
successor Agent hereunder;
and
(b)
 
shall
 
be
 
entitled
 
to
 
the
 
payment
 
by
 
the
 
Issuer,
 
failing
 
which
 
the
 
Guarantor
 
of
 
its
commissions, fees and expenses for the services theretofore rendered hereunder in
accordance with the terms of clause
22.9
 
Upon
 
its
 
appointment
 
becoming
 
effective,
 
a
 
successor
 
Agent
 
and
 
any
 
new
 
Paying
 
Agent
shall, without further
 
act, deed or
 
conveyance, become vested
 
with all the
 
authority,
 
rights,
powers, trusts, immunities, duties and obligations
 
of its predecessor or, as the case may be,
a Paying
 
Agent with
 
like effect
 
as if
 
originally named
 
as Agent
 
or (as
 
the
 
case may
 
be) a
Paying Agent hereunder.
22.10
 
If either the Issuer or Guarantor is required to withhold or deduct any FATCA
 
Withholding in
connection
 
with any
 
payments due
 
on the
 
Notes and
 
such FATCA
 
Withholding would
 
not
have arisen
 
but for
 
the Paying
 
Agent not
 
being or
 
having ceased
 
to be
 
a
 
person to
 
whom
payments are free from FATCA
 
Withholding, the Issuer or Guarantor
 
will be entitled, during
the
 
period
 
in
 
which
 
that
 
Paying
 
Agent
 
is
 
not
 
a
 
person
 
to
 
whom
 
payments
 
are
 
free
 
from
FATCA
 
Withholding,
 
to
 
terminate
 
the
 
Paying
 
Agent
 
with
 
10
 
days’
 
notice
 
and
 
such
termination will be effective from any such time specified in writing to such
 
Paying Agent.
23.
 
MERGER AND CONSOLIDATION
Any
 
corporation
 
into
 
which
 
the
 
Agent
 
or
 
any
 
other
 
Paying
 
Agent
 
may
 
be
 
merged
 
or
converted, or
 
any corporation with
 
which the
 
Agent or
 
any of the
 
other Paying Agents
 
may
be consolidated, or
 
any corporation resulting
 
from any
 
merger,
 
conversion or consolidation
to which the Agent or any
 
of the other Paying Agents shall
 
be a party,
 
or any corporation to
which
 
the
 
Agent
 
or
 
any
 
of
 
the
 
other
 
Paying
 
Agents
 
shall
 
sell
 
or
 
otherwise
 
transfer
 
all
 
or
substantially
 
all
 
the
 
assets
 
of
 
the
 
Agent
 
or
 
any other
 
Paying
 
Agent,
 
or
 
any
 
corporation to
which
 
the
 
Agent
 
or
 
any
 
other
 
Paying
 
Agent
 
shall
 
sell
 
or
 
otherwise
 
transfer
 
all
 
or
substantially
 
all
 
of
 
its
 
corporate
 
trust
 
business
 
shall,
 
on
 
the
 
date
 
when
 
such
 
merger,
conversion, consolidation
 
or transfer
 
becomes effective
 
and to
 
the extent
 
permitted by
 
any
applicable laws,
 
become the
 
successor Agent
 
or,
 
as the
 
case may
 
be, other
 
Paying Agent
under this
 
Agreement without
 
the execution
 
or filing
 
of any
 
paper or
 
any further
 
act on
 
the
part
 
of
 
the
 
parties
 
hereto,
 
unless
 
otherwise
 
required
 
by
 
the
 
Issuer
 
or
 
the
 
Guarantor,
 
and
after
 
the
 
said
 
effective
 
date
 
all
 
references
 
in this
 
Agreement to
 
the
 
Agent
 
or,
 
as the
 
case
may
 
be,
 
such
 
other
 
Paying Agent
 
shall
 
be
 
deemed
 
to
 
be
 
references
 
to
 
such
 
corporation.
Written
 
notice of
 
any such
 
merger,
 
conversion, consolidation
 
or
 
transfer shall
 
forthwith be
given to the Issuer and the Guarantor by the Agent or other Paying
 
Agent.
24.
 
NOTIFICATION OF CHANGES TO PAYING AGENTS
Following
 
receipt
 
of
 
notice
 
of
 
resignation
 
from
 
the
 
Agent
 
or
 
any
 
other
 
Paying
 
Agent
 
and
forthwith
 
upon
 
appointing
 
a
 
successor
 
Agent
 
or,
 
as
 
the
 
case
 
may
 
be,
 
further
 
or
 
other
Paying Agents or on giving notice to terminate the appointment of the Agent or, as the
 
case
may
 
be,
 
other
 
Paying
 
Agent,
 
the
 
Agent
 
(on
 
behalf
 
of
 
and
 
at
 
the
 
expense
 
of
 
the
 
Issuer,
failing which the Guarantor) shall give or
 
cause to be given not more than
 
45 days' nor less
than 30 days' notice thereof to the Noteholders in accordance with
 
the Conditions.
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25.
 
CHANGE OF SPECIFIED
 
OFFICE
If
 
the
 
Agent
 
or
 
any
 
other
 
Paying
 
Agent
 
determines
 
to
 
change
 
its
 
specified
 
office
 
it
 
shall
(after
 
having, in any such case other
 
than a change of specified office
 
within the same city,
obtained
 
the
 
prior
 
written
 
approval
 
of
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
thereto)
 
give
 
to
 
the
Issuer,
 
the
 
Guarantor
 
and
 
(if
 
applicable)
 
the
 
Agent
 
written
 
notice
 
of
 
such
 
determination
giving the address of the new specified office which shall be in the same city and stating
 
the
date on which such change is to take effect, which shall not be less than 45 days
 
thereafter.
The
 
Agent
 
(on
 
behalf
 
of
 
the
 
Issuer,
 
failing
 
which
 
the
 
Guarantor)
 
but
 
at
 
its
 
own
 
expense)
shall within
 
15
 
days of
 
receipt of
 
such notice
 
(unless the
 
appointment of
 
the
 
Agent or
 
the
other relevant
 
Paying Agent,
 
as the
 
case may
 
be, is
 
to terminate
 
pursuant to clause
 
on
or prior
 
to the
 
date of
 
such change)
 
give or
 
cause to
 
be given
 
not more
 
than 45
 
days' nor
less than 30 days' notice thereof to the Noteholders in accordance
 
with the Conditions.
26.
 
NOTICES AND COMMUNICATION
26.1
 
Any notice or communication
 
given hereunder shall be
 
sufficiently given or served:
(a)
 
if
 
delivered
 
in
 
person
 
to
 
the
 
relevant
 
address
 
specified
 
on
 
the
 
signature
 
pages
hereof or such other
 
address as may be notified
 
by the recipient in
 
accordance with
this clause
 
and, if
 
so delivered,
 
shall be
 
deemed to
 
have been
 
delivered at
 
time of
receipt; or
(b)
 
if
 
by
 
email,
 
when
 
sent,
 
subject
 
to
 
no
 
delivery
 
failure
 
notification
 
being
 
received
 
by
the
 
sender
 
within
 
24
 
hours
 
of
 
the
 
time
 
of
 
sending,
 
to
 
the
 
relevant
 
email
 
address
specified
 
on
 
the
 
signature
 
pages
 
hereof
 
or
 
such
 
other
 
email
 
address
 
as
 
may
 
be
notified by the recipient in accordance with this clause; or
(c)
 
if sent
 
by facsimile
 
to the
 
relevant number
 
specified on
 
the signature
 
pages hereof
or
 
such
 
other
 
address
 
as
 
may
 
be
 
notified
 
by
 
the
 
recipient
 
in
 
accordance
 
with
 
this
clause
 
and,
 
if
 
so
 
sent,
 
shall
 
be
 
deemed
 
to
 
have
 
been
 
delivered
 
immediately
 
after
transmission provided such transmission is confirmed when an acknowledgement of
receipt is received.
26.2
 
Where a communication is
 
received after business hours it
 
shall be deemed to be
 
received
and become effective on the
 
next business day.
 
Every communication shall be irrevocable
save in respect of any manifest error therein.
26.3
 
In no
 
event shall
 
the Agent
 
or any
 
other entity
 
of The
 
Bank of
 
New York
 
Mellon Group
 
be
liable
 
for
 
any
 
losses
 
arising
 
to
 
the
 
Agent
 
or
 
any
 
other
 
entity
 
of
 
The
 
Bank
 
of
 
New
 
York
Mellon Group
 
receiving or transmitting any data from any Issuer, 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
 
email.
 
The parties
 
hereto accept
 
that some
methods of communication are not secure and the Agent
 
or any other entity of The Bank
 
of
New York
 
Mellon Group
 
shall incur
 
no liability
 
for receiving
 
Instructions via
 
any
 
such non-
secure
 
method.
 
The
 
Agent
 
or
 
any
 
other
 
entity
 
of
 
The
 
Bank
 
of
 
New
 
York
 
Mellon
 
Group
 
is
authorised
 
to
 
comply
 
with
 
and
 
rely
 
upon
 
any
 
such
 
notice,
 
Instructions
 
or
 
other
communications believed
 
by it
 
to
 
have been
 
sent or
 
given by
 
an Authorised
 
Person or
 
an
appropriate
 
party
 
to
 
the
 
transaction
 
(or
 
authorised
 
representative
 
thereof).
 
The
 
Issuer
 
or
authorised
 
officer
 
of
 
the
 
Issuer
 
shall
 
use
 
all
 
reasonable
 
endeavours
 
to
 
ensure
 
that
Instructions
 
transmitted to
 
the
 
Agent
 
or
 
any
 
other
 
entity
 
of
 
The
 
Bank of
 
New
 
York
 
Mellon
Group
 
pursuant
 
to
 
this
 
Agreement
 
are
 
complete
 
and
 
correct.
 
Any
 
Instructions
 
shall
 
be
conclusively
 
deemed
 
to
 
be
 
valid
 
Instructions
 
from
 
the
 
Issuer
 
or
 
authorised
 
officer
 
of
 
the
Issuer
 
to
 
the
 
Agent
 
or
 
any
 
other
 
entity
 
of
 
The
 
Bank
 
of
 
New
 
York
 
Mellon
 
Group
 
for
 
the
purposes of this Agreement.
0010155-0003327 UKO2:
 
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27.
 
TAXES AND STAMP DUTIES
The
 
Issuer,
 
failing
 
which
 
the
 
Guarantor,
 
agrees
 
to
 
pay
 
any
 
and
 
all
 
stamp
 
and
 
other
documentary
 
taxes
 
or
 
duties
 
which
 
may
 
be
 
payable
 
in
 
connection
 
with
 
the
 
execution,
delivery, performance and enforcement of this Agreement.
28.
 
CURRENCY INDEMNITY
If, under
 
any applicable law
 
and whether pursuant
 
to a
 
judgment being made
 
or registered
against
 
the
 
Issuer
 
and/or
 
the
 
Guarantor
 
or
 
in
 
the
 
liquidation,
 
insolvency
 
or
 
analogous
process of
 
the Issuer
 
and/or the
 
Guarantor or
 
for any
 
other reason,
 
any payment
 
under or
in connection
 
with this
 
Agreement is
 
made or
 
falls to
 
be satisfied
 
in a
 
currency (the
other
currency
)
 
other
 
than
 
that
 
in
 
which
 
the
 
relevant
 
payment
 
is
 
expressed
 
to
 
be
 
due
 
(the
required
 
currency
)
 
under
 
this
 
Agreement,
 
then,
 
to
 
the
 
extent
 
that
 
the
 
payment
 
(when
converted into the required currency
 
at the rate of
 
exchange on the date of
 
payment or,
 
if it
is not practicable for the
 
Agent or the relevant
 
other Paying Agent to purchase
 
the required
currency with
 
the other
 
currency on
 
the date
 
of payment,
 
at the
 
rate
 
of exchange
 
as soon
thereafter
 
as
 
it
 
is
 
practicable
 
for
 
it
 
to
 
do
 
so
 
or,
 
in
 
the
 
case
 
of
 
a
 
liquidation,
 
insolvency
 
or
analogous process
 
at the
 
rate of
 
exchange on
 
the latest
 
date permitted
 
by applicable
 
law
for
 
the
 
determination
 
of
 
liabilities
 
in
 
such
 
liquidation,
 
insolvency
 
or
 
analogous
 
process)
actually received by
 
the Agent
 
or the relevant
 
other Paying Agent
 
falls short of
 
the amount
due under
 
the terms
 
of this
 
Agreement, the
 
Issuer and
 
the Guarantor
 
jointly and
 
severally
undertake
 
that
 
they
 
shall,
 
as
 
a
 
separate
 
and
 
independent
 
obligation,
 
indemnify
 
and
 
hold
harmless the Agent
 
and each other
 
Paying Agent against the
 
amount of such shortfall.
 
For
the
 
purpose
 
of
 
this
 
clause,
rate
 
of
 
exchange
means
 
the
 
rate
 
at
 
which
 
the
 
Agent
 
or
 
the
relevant other Paying
 
Agent is able
 
on the relevant
 
date to purchase
 
the required currency
with
 
the
 
other
 
currency
 
and
 
shall
 
take
 
into
 
account
 
any
 
premium
 
and
 
other
 
costs
 
of
exchange.
29.
 
AMENDMENTS
This
 
Agreement
 
may
 
be
 
amended
 
in
 
writing
 
by
 
agreement
 
between
 
the
 
Issuer,
 
the
Guarantor,
 
the
 
Agent
 
and
 
the
 
other
 
Paying
 
Agents,
 
but
 
without
 
the
 
consent
 
of
 
any
Noteholder
 
or
 
Couponholder,
 
for
 
the
 
purpose
 
of
 
curing
 
any
 
ambiguity
 
or
 
of
 
curing,
correcting
 
or
 
supplementing
 
any
 
defective
 
provision
 
contained
 
herein
 
or
 
in
 
any
 
manner
which
 
the
 
parties
 
may
 
mutually
 
deem
 
necessary
 
or
 
desirable
 
and
 
which
 
shall
 
not
 
be
materially prejudicial to the interests of the Noteholders.
 
The Issuer, the Guarantor and the
Agent may also agree any modification pursuant to
 
Condition 13 of the Notes.
30.
 
DESCRIPTIVE HEADINGS
The descriptive headings in this Agreement are for convenience of reference
 
only and shall
not define or limit the provisions hereof.
31.
 
CONTRACT (RIGHTS OF
 
THIRD PARTIES) ACT 1999
A
 
person
 
who
 
is
 
not
 
a
 
party
 
to
 
this
 
Agency
 
Agreement
 
or
 
any
 
agency
 
agreement
supplemental hereto has
 
no right
 
under the Contracts
 
(Rights of
 
Third Parties) Act
 
1999 to
enforce any term of this Agency Agreement or any agency agreement supplemental hereto,
but this does not affect any right or
 
remedy of a third party which exists or is available apart
from that Act.
32.
 
GOVERNING LAW AND SUBMISSION
 
TO JURISDICTION
32.1
 
This
 
Agreement
 
and
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
with
 
it
 
are governed by, and shall be construed in accordance with, English law.
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32.2
 
The
 
courts
 
of
 
England are
 
to
 
have
 
exclusive jurisdiction
 
to
 
settle
 
any disputes
 
which may
arise of out of or in
 
connection with this Agreement (including a dispute relating to
 
any non-
contractual obligations arising
 
out of or
 
in connection with
 
this Agreement) and
 
accordingly
any
 
legal
 
action
 
or
 
proceedings
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
 
Agreement
(
Proceedings
)
 
(including
 
any
 
Proceedings
 
relating
 
to
 
any
 
non-contractual
 
obligations
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
 
Agreement)
 
may
 
be
 
brought
 
in
 
such
 
courts.
 
The
Issuer
 
irrevocably
 
submits
 
to
 
the
 
jurisdiction
 
of
 
such
 
courts
 
and
 
waives
 
any
 
objection
 
to
Proceedings
 
in
 
any
 
such
 
courts
 
whether
 
on
 
the
 
ground
 
of
 
venue
 
or
 
on
 
the
 
ground
 
that
Proceedings have been brought
 
in an inconvenient forum.
 
This submission is made
 
for the
benefit of each
 
of the Paying
 
Agents and, to the
 
extent allowed by
 
applicable law,
 
shall not
limit the right of any of them to take Proceedings in any other court of competent jurisdiction
nor
 
shall
 
the
 
taking
 
of
 
Proceedings
 
in
 
one
 
or
 
more
 
jurisdictions
 
preclude
 
the
 
taking
 
of
Proceedings in any other jurisdiction (whether concurrently or not).
The Issuer
 
and the
 
Guarantor irrevocably
 
appoints Equinor
 
UK Limited
 
(whose offices
 
are
at
 
the
 
date
 
of
 
this
 
Agreement
 
at
 
One
 
Kingdom
 
Street,
 
Paddington
 
Central,
 
London
 
W2
6BD)
 
as
 
their
 
authorised
 
agent
 
for
 
service
 
of
 
process
 
in
 
England.
 
If
 
for
 
any
 
reason
 
such
agent shall cease to
 
be such agent for
 
service of process, the Issuer
 
and/or the Guarantor,
as
 
the
 
case
 
may
 
be,
 
shall
 
forthwith,
 
on
 
request
 
of
 
the
 
Agent,
 
appoint
 
a
 
new
 
agent
 
for
service
 
of
 
process
 
in
 
England
 
and
 
deliver
 
to
 
the
 
Agent
 
a
 
copy
 
of
 
the
 
new
 
agent's
acceptance of
 
that appointment
 
within 30
 
days.
 
Nothing in
 
this Agreement
 
shall affect
 
the
right to serve process in any other manner permitted by law.
33.
 
COUNTERPARTS
33.1
 
This Agreement may
 
be executed
 
by any
 
one or
 
more of
 
the parties
 
hereto in
 
any number
of counterparts, each
 
of which shall
 
be deemed to
 
be an original,
 
but all
 
such counterparts
shall together constitute one and the same instrument.
34.
 
GENERAL
34.1
 
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.
35.
 
EU CONTRACTUAL RECOGNITION
 
OF BAIL-IN
Notwithstanding
 
and
 
to
 
the
 
exclusion
 
of
 
any
 
other
 
term
 
of
 
this
 
Agreement
 
or
 
any
 
other
agreements, arrangements, or
 
understanding between the
 
parties to
 
this Agreement,
 
each
of
 
the
 
parties
 
to
 
this
 
Agreement
 
acknowledges
 
and
 
accepts
 
that
 
a
 
BRRD
 
Liability
 
arising
under
 
this
 
Agreement
 
may
 
be
 
subject
 
to
 
the
 
exercise
 
of
 
Bail-in
 
Powers
 
by
 
the
 
Relevant
Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a)
 
the effect
 
of the
 
exercise of
 
Bail-in Powers by
 
the Relevant
 
Resolution Authority in
 
relation
to
 
any
 
BRRD
 
Liability
 
of
 
any
 
BRRD
 
Entity
 
(a
Relevant
 
BRRD
 
Party
)
 
to
 
any
 
other
 
party
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 the
 
BRRD Liability or outstanding
 
amounts due
thereon;
(ii)
 
the conversion of all,
 
or a portion, of
 
the BRRD Liability into
 
shares, other securities
or
 
other obligations of the Relevant BRRD Party or another person, and the issue to
0010155-0003327 UKO2:
 
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or
 
conferral
 
on
 
any
 
other
 
party
 
to
 
this
 
Agreement
 
of
 
such
 
shares,
 
securities
 
or
obligations;
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(iii)
 
the cancellation of any
 
BRRD Liability; and
(iv)
 
the
 
amendment or
 
alteration of
 
the
 
amounts due
 
in
 
relation to
 
any
 
BRRD
 
Liability,
including any interest, if applicable, thereon, or the
 
date on which any payments are
due, including by suspending payment for a temporary period; and
(b)
 
the
 
variation
 
of
 
the
 
terms
 
of
 
this
 
Agreement
 
as
 
deemed
 
necessary
 
by
 
the
 
Relevant
Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant
Resolution Authority.
For the purposes of this
 
clause
Bail-in
 
Legislation
means, in
 
relation to
 
a member
 
state of
 
the European
 
Economic Area
which
 
has
 
implemented,
 
or
 
which
 
at
 
any
 
time
 
implements,
 
the
 
BRRD,
 
the
 
relevant
implementing law,
 
regulation, rule or requirement as
 
described in the EU Bail-in
 
Legislation
Schedule from time to time;
Bail-in Powers
means any Write-down
 
and Conversion Powers
 
as defined in
 
the EU Bail-
in Legislation Schedule, in relation to the relevant Bail-in Legislation;
BRRD
means
 
Directive
 
2014/59/EU
 
of
 
15
 
May
 
2014
 
establishing
 
the
 
framework
 
for
 
the
recovery and resolution of
 
credit institutions and investment firms,
 
as amended or replaced
from time to time;
BRRD Entity
means any party to
 
this Agreement that is subject
 
to Bail-in Powers;
BRRD Liability
means any
 
liability in respect
 
of which the
 
relevant Bail-in
 
Powers may be
exercised;
EU
 
Bail-in
 
Legislation Schedule
means the
 
document described
 
as such,
 
then in
 
effect,
and published by the Loan Market Association (or any successor person) from time to time;
and
Relevant
 
Resolution
 
Authority
means,
 
in
 
respect
 
of
 
any
 
Relevant
 
BRRD
 
Party,
 
the
resolution
 
authority
 
with
 
the
 
ability
 
to
 
exercise
 
any
 
Bail-in
 
Powers
 
in
 
relation
 
to
 
such
Relevant BRRD Party.
IN
 
WITNESS
 
WHEREOF
the
 
parties
 
hereto
 
have
 
executed
 
this
 
Agreement
 
as
 
of
 
the
 
date
 
first
above written.
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SCHEDULE 1
TERMS AND CONDITIONS
 
OF THE NOTES OTHER
 
THAN VPS NOTES
The following are the Terms
 
and Conditions of the Notes other than VPS Notes which will be
incorporated by
 
reference into
 
each global
 
Note and
 
each definitive
 
Note, in
 
the latter
 
case
only if permitted by the relevant stock exchange or listing authority (if any) and agreed by the
Issuer and the
 
relevant Dealer at
 
the time of
 
issue but, if
 
not so permitted
 
and agreed, such
definitive Note
 
will have
 
endorsed thereon
 
or attached
 
thereto such
 
Terms
 
and Conditions.
The
 
applicable
 
Final
 
Terms
 
(or
 
the
 
relevant
 
provisions
 
thereof)
 
will
 
be
 
endorsed
 
upon,
 
or
attached
 
to,
 
each
 
temporary
 
global
 
Note,
 
permanent
 
global
 
Note
 
and
 
definitive
 
Note.
Reference should be made to "Form of Final Terms" above for a description of the content of
Final Terms
 
which will
 
include certain
 
terms used
 
in the
 
following Terms
 
and Conditions
 
or
specify which of such terms are to apply in relation to the relevant Notes.
This Note is one of a Series (as defined
 
below) of Notes issued by Equinor ASA (the
Issuer
)
pursuant to the Agency Agreement (as defined below).
References
 
herein
 
to
 
the
Notes
shall
 
be
 
references
 
to
 
the
 
Notes
 
of
 
this
 
Series
 
and
 
shall
mean:
(i)
 
in
 
relation
 
to
 
any
 
Notes
 
represented
 
by
 
a
 
global
 
Note,
 
units
 
of
 
each
 
Specified
Denomination in the Specified Currency;
(ii)
 
definitive Notes issued in
 
exchange for a
 
global Note; and
(iii)
 
any global Note.
The
 
Notes
 
and
 
the
 
Coupons (as
 
defined
 
below)
 
also
 
have
 
the
 
benefit
 
of
 
an
 
amended
 
and
restated
 
Agency
 
Agreement
 
(such
 
Agency
 
Agreement,
 
as
 
modified
 
and/or
 
restated
 
and/or
supplemented
 
from
 
time
 
to
 
time,
 
the
Agency
 
Agreement
)
 
dated
 
9
 
May
 
2022
 
and
 
made
among
 
the
 
Issuer,
 
Equinor
 
Energy
 
AS
 
(the
Guarantor
),
 
The
 
Bank
 
of
 
New
 
York
 
Mellon,
London
 
Branch
 
as
 
issuing
 
and
 
principal
 
paying
 
agent
 
and
 
agent
 
bank
 
(the
Agent
,
 
which
expression
 
shall
 
include
 
any
 
successor
 
agent
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms)
 
and
the other
 
paying agents named
 
therein (together with
 
the Agent,
 
the
Paying Agents
, which
expression shall include any additional or successor paying agents).
If
 
so
 
indicated
 
in
 
the
 
applicable
 
Final
 
Terms,
 
the
 
Notes
 
will
 
(subject
 
to
 
Condition
 
2(c)
(
Termination
 
of
 
Guarantee
))
 
have
 
the
 
benefit
 
of
 
the
 
deed
 
of
 
guarantee
 
executed
 
by
 
the
Guarantor (such
 
deed
 
as modified
 
and/or restated
 
and/or
 
supplemented from
 
time
 
to
 
time,
the
Guarantee
) dated 13 May 2020.
Interest bearing definitive
 
Notes have interest
 
coupons (
Coupons
) and in
 
the case of
 
Notes
which, when issued in definitive form, have more than 27 interest payments remaining talons
for
 
further
 
Coupons
 
(
Talons
)
 
attached
 
on
 
issue.
 
Any
 
reference
 
herein
 
to
 
Coupons
 
or
coupons
 
shall,
 
unless the
 
context
 
otherwise requires,
 
be
 
deemed to
 
include a
 
reference to
Talons
 
or talons.
The final
 
terms for
 
this Note
 
(or the
 
relevant provisions
 
thereof) are
 
set out
 
in Part
 
A of
 
the
Final
 
Terms
 
attached
 
to
 
or
 
endorsed
 
on
 
this
 
Note
 
and
 
complete
 
these
 
Terms
 
and
Conditions. References
 
to the
applicable Final
 
Terms
are to
 
Part A
 
of the
 
Final Terms
 
(or
the relevant provisions thereof) attached to or endorsed on this
 
Note.
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Any reference
 
to
Noteholders
shall mean
 
the holders
 
of the
 
Notes, and
 
shall, in
 
relation to
any
 
Notes
 
represented
 
by
 
a
 
global
 
Note,
 
be
 
construed
 
as
 
provided
 
below.
 
Any
 
reference
herein
 
to
Couponholders
shall
 
mean
 
the
 
holders
 
of
 
any
 
Coupons,
 
and
 
shall,
 
unless
 
the
context otherwise requires, include the holders of any Talons.
As used
 
herein,
Tranche
means all
 
Notes with
 
the same
 
Issue Date
 
and which
 
are subject
to
 
the
 
same
 
Final
 
Terms
 
and
Series
means
 
a
 
Tranche
 
of
 
Notes
 
together
 
with
 
any
 
further
Tranche
 
or Tranches
 
of Notes
 
which are (i)
 
expressed to
 
be consolidated and
 
form a
 
single
series and (ii) identical in all respects (including as to listing and admission to trading) except
for their respective Issue Dates, Interest Commencement Dates and/or
 
Issue Prices.
The Noteholders and the
 
Couponholders are entitled to
 
the benefit of
 
the Deed of
 
Covenant
(such
 
Deed
 
of
 
Covenant,
 
as
 
modified
 
and/or
 
restated
 
and/or
 
supplemented
 
from
 
time
 
to
time, the
Deed
 
of
 
Covenant
)
 
dated 13
 
May 2020
 
and made
 
by the
 
Issuer.
 
The original
 
of
the
 
Deed
 
of
 
Covenant
 
is
 
held
 
by
 
a
 
common
 
depositary
 
on
 
behalf
 
of
 
Euroclear
 
(as
 
defined
below) and Clearstream, Luxembourg (as defined below).
Copies of
 
the Agency
 
Agreement and
 
the Deed
 
of Covenant
 
(i) are
 
available for
 
inspection
or
 
collection during
 
normal business
 
hours at
 
the
 
specified
 
office
 
of
 
each of
 
the
 
Agent and
the other Paying Agents or (ii)
 
may be provided by email to
 
a Noteholder following their prior
written request to the
 
Agent or any other
 
Paying Agent and provision of
 
proof of holding and
identity
 
(in
 
a form
 
satisfactory to
 
the
 
Agent
 
or
 
the
 
relevant
 
Paying Agent,
 
as the
 
case may
be). When
 
the Notes
 
are to
 
be admitted
 
to trading
 
on the
 
main market
 
of the
 
London Stock
Exchange
 
plc,
 
the
 
applicable
 
Final
 
Terms
 
will
 
be
 
published
 
on
 
the
 
website
 
of
 
the
 
London
Stock
 
Exchange
 
plc
 
through
 
a
 
regulatory
 
information
 
service.
 
The
 
applicable
 
Final
 
Terms
will, during
 
normal business
 
hours, be
 
available for
 
viewing at
 
and copies
 
may be
 
obtained
from
 
the
 
registered
 
office
 
of
 
the
 
Issuer
 
and
 
from
 
the
 
specified
 
office
 
of
 
each
 
of
 
the
 
Paying
Agents
 
by
 
a
 
Noteholder
 
upon
 
such
 
Noteholder
 
producing
 
evidence
 
satisfactory
 
to
 
the
relevant Paying
 
Agent as
 
to its
 
holding of
 
such Notes
 
and its
 
identity.
 
The Noteholders
 
and
the
 
Couponholders are
 
deemed to
 
have notice
 
of,
 
and are
 
entitled to
 
the
 
benefit of,
 
all the
provisions of the
 
Agency Agreement and
 
the applicable Final
 
Terms
 
which are applicable
 
to
them.
Words
 
and
 
expressions
 
defined
 
in
 
the
 
Agency
 
Agreement
 
or
 
used
 
in
 
the
 
applicable
 
Final
Terms
 
shall have the same meanings where used in
 
these Terms
 
and Conditions unless the
context
 
otherwise
 
requires
 
or
 
unless
 
otherwise
 
stated
 
and
 
provided
 
that,
 
in
 
the
 
event
 
of
inconsistency
 
between
 
the
 
Agency
 
Agreement
 
and
 
the
 
applicable
 
Final
 
Terms,
 
the
applicable Final Terms will prevail.
1.
 
Form, Denomination and
 
Title
The Notes
 
are in
 
bearer form
 
and, in
 
the case
 
of definitive
 
Notes, serially
 
numbered, in
 
the
currency
 
(the
Specified
 
Currency
)
 
and
 
the
 
denominations
 
(the
Specified
Denomination(s)
)
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms.
 
Notes
 
of
 
one
 
Specified
Denomination may not be exchanged for Notes of another Specified
 
Denomination.
This
 
Note
 
may
 
be
 
a
 
Fixed
 
Rate
 
Note,
 
a
 
Floating
 
Rate
 
Note,
 
a
 
Zero
 
Coupon
 
Note
 
or
 
a
combination
 
of
 
any
 
of
 
the
 
foregoing,
 
depending
 
upon
 
the
 
Interest
 
Basis
 
shown
 
in
 
the
applicable Final Terms.
Definitive Notes
 
are
 
issued with
 
Coupons attached,
 
unless they
 
are
 
Zero Coupon
 
Notes in
which case
 
references to
 
Coupons and
 
Couponholders in
 
these
 
Terms
 
and
 
Conditions are
not applicable.
0010155-0003327 UKO2:
 
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Subject
 
as set
 
out
 
below,
 
title to
 
the
 
Notes and
 
Coupons will
 
pass by
 
delivery.
 
The Issuer,
the Guarantor, and any Paying Agent may deem and treat the bearer of any Note or
 
Coupon
as
 
the
 
absolute
 
owner
 
thereof
 
(whether
 
or
 
not
 
overdue
 
and
 
notwithstanding
 
any
 
notice
 
of
ownership or
 
writing thereon
 
or notice
 
of any
 
previous loss
 
or theft
 
thereof) for
 
all purposes
but,
 
in
 
the
 
case
 
of
 
any
 
global
 
Note,
 
without
 
prejudice
 
to
 
the
 
provisions set
 
out
 
in
 
the
 
next
succeeding paragraph.
For so
 
long as any
 
of the Notes
 
is represented by
 
a global Note
 
held on behalf
 
of Euroclear
Bank
 
SA/NV
 
(
Euroclear
)
 
and/or
 
Clearstream
 
Banking
 
S.A.
 
(
Clearstream,
 
Luxembourg
)
each
 
person
 
(other
 
than
 
Euroclear
 
or
 
Clearstream, Luxembourg)
 
who
 
is
 
for
 
the
 
time
 
being
shown
 
in
 
the
 
records
 
of
 
Euroclear
 
or
 
of
 
Clearstream,
 
Luxembourg
 
as
 
the
 
holder
 
of
 
a
particular nominal
 
amount of
 
such Notes
 
(in which
 
regard any
 
certificate or
 
other document
issued
 
by
 
Euroclear
 
or Clearstream,
 
Luxembourg as
 
to
 
the
 
nominal amount
 
of
 
such
 
Notes
standing to the
 
account of any
 
person shall be
 
conclusive and binding
 
for all
 
purposes save
in
 
the
 
case
 
of
 
manifest
 
error)
 
shall
 
be
 
treated
 
by
 
the
 
Issuer,
 
the
 
Guarantor (in
 
the
 
case
 
of
Notes
 
having
 
the
 
benefit of
 
the
 
Guarantee),
 
the
 
Agent
 
and
 
any
 
other
 
Paying Agent
 
as
 
the
holder of such
 
nominal amount of
 
such Notes for
 
all purposes other
 
than with respect
 
to the
payment
 
of
 
principal or
 
interest on
 
such nominal
 
amount
 
of such
 
Notes, for
 
which purpose
the
 
bearer
 
of
 
the
 
relevant
 
global Note
 
shall be
 
treated
 
by the
 
Issuer,
 
the
 
Guarantor (in
 
the
case of
 
Notes having
 
the benefit
 
of the
 
Guarantee), the
 
Agent and
 
any other
 
Paying Agent
as the
 
holder of
 
such nominal
 
amount of
 
such Notes
 
in accordance
 
with and
 
subject to
 
the
terms of the relevant global Note and the expressions
Noteholder
and
holder of Notes
and
related expressions shall be construed accordingly.
 
Notes which are represented by a global
Note will be transferable only in accordance
 
with the rules and procedures for the
 
time being
of Euroclear or of Clearstream, Luxembourg, as the case may
 
be.
2.
 
Status of the Notes and
 
the Guarantee
(a)
 
Status of the Notes
The
 
Notes
 
and
 
the
 
relative
 
Coupons
 
(if
 
any)
 
constitute
 
unsecured
 
and
 
unsubordinated
obligations
 
of
 
the
 
Issuer
 
and
 
shall
 
at
 
all
 
times
 
rank
pari
 
passu
and
 
without
 
any
 
preference
among themselves.
 
The payment
 
obligations of
 
the Issuer
 
under the
 
Notes and
 
the relative
Coupons
 
(if
 
any)
 
shall,
 
save
 
for
 
such
 
exceptions
 
as
 
may
 
be
 
provided
 
by
 
applicable
legislation,
 
at
 
all
 
times
 
rank
 
at
 
least equally
 
with
 
all
 
its
 
other
 
present
 
and
 
future
 
unsecured
and unsubordinated obligations.
(b)
 
Status of Guarantee
The
 
obligations
 
of
 
the
 
Guarantor
 
under
 
the
 
Guarantee
 
constitute
 
unsecured
 
and
unsubordinated
 
obligations
 
of
 
the
 
Guarantor
 
and
 
shall
 
at
 
all
 
times
 
rank
pari
 
passu
and
without any
 
preference among
 
themselves and
 
(with the
 
exception of
 
obligations in
 
respect
of
 
national and
 
local taxes
 
and certain
 
other statutory
 
exceptions and
 
subject as
 
aforesaid)
at
 
least
 
equally
 
with
 
all
 
its
 
other
 
present
 
and
 
future
 
unsecured
 
and
 
unsubordinated
obligations.
(c)
 
Termination of Guarantee
(i)
 
The
 
Guarantee
 
shall
 
automatically
 
and
 
unconditionally
 
be
 
terminated
 
on
 
the
Guarantee
 
Termination
 
Date.
 
As
 
soon
 
as
 
reasonably
 
practicable
 
after
 
such
termination
 
(and
 
by
 
no
 
later
 
than
 
15
 
Business Days
 
(as
 
defined
 
in
 
Condition 3(b)(i)
(
Interest
 
Payment
 
Dates
))
 
after
 
the
 
Guarantee
 
Termination
 
Date),
 
the
 
Guarantor
 
or
the
 
Issuer
 
shall
 
provide
 
notice
 
of
 
such
 
termination
 
to
 
the
 
Noteholders
 
and
Couponholders in accordance with Condition 12 (
Notices
).
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For the purposes of
 
this Condition 2(c)(i):
Guarantee
 
Termination
 
Date
means the
 
first date
 
on which
 
the aggregate
 
amount
of
 
indebtedness
 
for
 
borrowed
 
money
 
for
 
which
 
the
 
Guarantor
 
is
 
an
 
obligor
 
(as
 
a
guarantor,
 
co-issuer
 
or
 
borrower)
 
does
 
not
 
exceed
 
10
 
per
 
cent.
 
of
 
the
 
aggregate
principal
 
amount
 
of
 
indebtedness
 
for
 
borrowed
 
money
 
of
 
the
 
Issuer
 
and
 
its
Subsidiaries (as defined
 
in Condition 8
 
(
Events of Default
)), on a
 
consolidated basis,
as of such time; and
the amount of the Guarantor's indebtedness for borrowed money shall not include (A)
any
 
Notes
 
subject
 
to
 
this
 
Condition
 
2(c)
 
(
Termination
 
of
 
Guarantee
),
 
(B)
 
any
 
other
debt the
 
terms of
 
which permit
 
the termination
 
of the
 
Guarantor's guarantee
 
of such
debt under similar circumstances, as long as the Guarantor's obligations in respect of
such other debt are terminated at substantially the same time as
 
the Guarantee, and
(C)
 
any
 
debt
 
that
 
is
 
being
 
refinanced
 
at
 
substantially
 
the
 
same
 
time
 
that
 
the
Guarantee
 
of
 
the
 
Notes
 
is
 
being
 
terminated,
provided
 
that
any
 
obligations
 
of
 
the
Guarantor in respect of the debt that is incurred in the refinancing shall be included in
the calculation of the Guarantor's indebtedness for borrowed money.
(ii)
 
For
 
the
 
avoidance
 
of
 
doubt,
 
the
 
Notes
 
may
 
not
 
be
 
declared
 
due
 
and
 
payable
pursuant
 
to
 
Condition
 
8(e)
 
(
Events
 
of
 
Default
)
 
as
 
a
 
result
 
of
 
the
 
Guarantee
 
being
terminated pursuant to this Condition 2(c) (
Termination of Guarantee
).
3.
 
Interest
(a)
 
Interest on Fixed Rate
 
Notes
Each Fixed Rate
 
Note bears interest from
 
(and including) the
 
Interest Commencement Date
at
 
the
 
rate(s)
 
per
 
annum
 
equal
 
to
 
the
 
Rate(s)
 
of
 
Interest
 
payable
 
in
 
arrear
 
on
 
the
 
Interest
Payment
 
Date(s)
 
in
 
each
 
year
 
and
 
on the
 
Maturity
 
Date
 
if
 
that
 
does
 
not fall
 
on
 
an
 
Interest
Payment Date.
If
 
the
 
Notes
 
are
 
in
 
definitive
 
form,
 
except
 
as
 
provided
 
in
 
the
 
applicable
 
Final
 
Terms,
 
the
amount
 
of
 
interest
 
payable on
 
each
 
Interest
 
Payment
 
Date in
 
respect
 
of
 
the
 
Fixed
 
Interest
Period
 
ending
 
on
 
(but
 
excluding)
 
such
 
date
 
will
 
amount
 
to
 
the
 
Fixed
 
Coupon
 
Amount.
Payments of interest on any Interest Payment Date will, if so specified in the applicable Final
Terms,
 
amount to the Broken Amount(s) so specified.
As used
 
in these
 
Conditions,
Fixed Interest
 
Period
means the
 
period from
 
(and including)
an Interest
 
Payment Date
 
(or the
 
Interest Commencement
 
Date) to
 
(but excluding)
 
the next
(or first) Interest Payment Date.
Except
 
in
 
the
 
case
 
of
 
Notes
 
in
 
definitive
 
form
 
where
 
a
 
Fixed
 
Coupon
 
Amount
 
or
 
Broken
Amount
 
is specified
 
in the
 
applicable Final
 
Terms,
 
interest shall
 
be calculated
 
in respect
 
of
any period by applying the Rate of Interest to:
(A)
 
in
 
the
 
case
 
of
 
Fixed
 
Rate
 
Notes
 
which
 
are
 
represented
 
by
 
a
 
Global
 
Note,
 
the
aggregate outstanding nominal amount
 
of the Fixed Rate
 
Notes represented by such
Global Note; or
(B)
 
in the case of Fixed Rate Notes in definitive form, the Calculation Amount,
and, in each case, multiplying such sum by the applicable
 
Day Count Fraction.
0010155-0003327 UKO2:
 
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47
The
 
resultant
 
figure
 
(including
 
after
 
application
 
of
 
any
 
Fixed
 
Coupon
 
Amount
 
or
 
Broken
Amount to the Calculation Amount in the case of Fixed Rate Notes in definitive form) shall be
rounded to the nearest
 
sub-unit of the relevant Specified
 
Currency,
 
half of any such sub-unit
being rounded upwards or otherwise in accordance with applicable
 
market convention.
Where the Specified Denomination of a Fixed Rate Note in definitive form is a
 
multiple of the
Calculation Amount, the amount of
 
interest payable in respect of
 
such Fixed Rate Note shall
be the product of
 
the amount (determined in
 
the manner provided above) for
 
the Calculation
Amount and the amount by which the Calculation Amount is multiplied to reach the Specified
Denomination,
 
without any further rounding.
In these Conditions,
Day Count
 
Fraction
means, in respect of
 
the calculation of an
 
amount
of interest in accordance with this Condition 3(a) (
Interest on Fixed Rate Notes
):
(i)
 
if "Actual/Actual (ICMA)"
 
is specified in the
 
applicable Final Terms:
(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
Final Terms)
 
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
 
(as
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms)
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 Final Terms,
 
the number of days in the period
from (and
 
including) the
 
most recent
 
Interest Payment
 
Date (or,
 
if none,
 
the Interest
Commencement Date) 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.
In these Conditions:
Determination Period
means each period from
 
(and including) a Determination
 
Date to but
excluding the
 
next Determination Date
 
(including, where
 
either the
 
Interest Commencement
Date or the final
 
Interest Payment Date is not
 
a Determination Date, the period
 
commencing
on the first
 
Determination Date prior to,
 
and ending on
 
the first Determination
 
Date following
after, such date); and
0010155-0003327 UKO2:
 
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sub-unit
means,
 
with
 
respect
 
to
 
any
 
currency
 
other
 
than
 
euro,
 
the
 
lowest
 
amount
 
of
 
such
currency that is available as legal tender
 
in the country of such currency and,
 
with respect to
euro, means one cent.
(b)
 
Interest on Floating
 
Rate Notes
(i)
Interest Payment
 
Dates
Each
 
Floating
 
Rate
 
Note
 
bears
 
interest
 
from
 
(and
 
including)
 
the
 
Interest
Commencement Date and such interest will be payable in arrear
 
on either:
(A)
 
the
 
Specified Interest
 
Payment
 
Date(s) (each
 
an
Interest
 
Payment
 
Date
)
 
in
each year specified in the applicable Final Terms; or
(B)
 
if no Specified Interest Payment Date(s) is/are specified in the applicable Final
Terms,
 
each date (each an
Interest Payment Date
) which falls the number of
months
 
or
 
other
 
period
 
specified
 
as
 
the
 
Specified
 
Period
 
in
 
the
 
applicable
Final Terms
 
after the
 
preceding Interest
 
Payment Date
 
or,
 
in the
 
case of
 
the
first Interest Payment Date, after the Interest Commencement Date.
Such
 
interest
 
will
 
be
 
payable
 
in
 
respect
 
of
 
each
 
Interest
 
Period
 
(which
 
expression,
shall,
 
in
 
these
 
Terms
 
and
 
Conditions,
 
mean
 
the
 
period
 
from
 
(and
 
including)
 
an
Interest
 
Payment
 
Date
 
(or
 
the
 
Interest
 
Commencement Date)
 
to
 
(but
 
excluding) the
next
 
(or
 
first)
 
Interest
 
Payment
 
Date
 
or
 
the
 
relevant
 
payment
 
date
 
if
 
the
 
Notes
become payable on a date other than an Interest Payment Date).
If
 
a
 
Business
 
Day
 
Convention
 
is
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
and
 
(x)
 
if
there is no
 
numerically corresponding day in
 
the calendar month
 
in which an
 
Interest
Payment Date
 
should occur
 
or (y)
 
if any
 
Interest Payment
 
Date would
 
otherwise fall
on a day which is
 
not a Business Day,
 
then, if the Business Day convention specified
is:
(1)
 
in
 
any
 
case
 
where
 
Specified
 
Periods
 
are
 
specified
 
in
 
accordance
 
with
Condition
 
3(b)(i)(B)
 
above,
 
the
 
Floating
 
Rate
 
Convention,
 
such
 
Interest
Payment
 
Date
 
(i)
 
in
 
the
 
case
 
of
 
(x)
 
above,
 
shall
 
be
 
the
 
last
 
day
 
that
 
is
 
a
Business
 
Day
 
in
 
the
 
relevant
 
month
 
and
 
the
 
provisions
 
of
 
shall
apply
mutatis mutandis
or (ii)
 
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
 
(A)
 
such
 
Interest
 
Payment
 
Date
 
shall
 
be
brought
 
forward
 
to
 
the
 
immediately
 
preceding
 
Business
 
Day
 
and
 
(B)
 
each
subsequent
 
Interest
 
Payment
 
Date
 
shall
 
be
 
the
 
last
 
Business
 
Day
 
in
 
the
month
 
which
 
falls
 
in
 
the
 
Specified
 
Period
 
after
 
the
 
preceding
 
applicable
Interest Payment Date occurred; or
(2)
 
the Following Business Day
 
Convention, such Interest Payment
 
Date shall be
postponed to the next day which is a Business Day; or
(3)
 
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
0010155-0003327 UKO2:
 
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49
(4)
 
the Preceding Business Day Convention, such Interest Payment Date shall be
brought forward to the immediately preceding Business Day.
In this Condition,
Business Day
means:
(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
 
any
 
Additional
 
Business
 
Centre
(other than TARGET2 System) specified in the applicable Final Terms;
(B)
 
if
 
TARGET2
 
System
 
is
 
specified
 
as
 
an
 
Additional
 
Business
 
Centre
 
in
 
the
applicable Final Terms,
 
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
New Zealand
 
dollars shall
 
be Auckland)
 
or (2)
 
in relation
 
to any
 
sum payable
in euro, a day on which the TARGET2 System is open.
(ii)
Rate of Interest
The Rate
 
of Interest
 
payable from
 
time to
 
time in
 
respect of
 
Floating Rate
 
Notes will
be determined in the manner specified in the applicable Final
 
Terms.
(A)
 
ISDA Determination for
 
Floating Rate Notes
Where ISDA
 
Determination is
 
specified in
 
the applicable
 
Final Terms
 
as the
 
manner
in which the Rate of Interest is to be determined, the Rate of Interest for each Interest
Period
 
will
 
be
 
the
 
relevant
 
ISDA
 
Rate
 
plus
 
or
 
minus
 
(as
 
indicated
 
in
 
the
 
applicable
Final
 
Terms)
 
the
 
Margin
 
(if
 
any).
 
For
 
the
 
purposes
 
of
 
this
 
sub-paragraph
,
ISDA
Rate
for
 
an
 
Interest
 
Period
 
means
 
a
 
rate
 
equal
 
to
 
the
 
Floating
 
Rate
 
that
 
would
 
be
determined
 
by
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
under
 
an
 
interest
rate swap transaction if the Agent or the Calculation Agent, as applicable, were acting
as Calculation
 
Agent (as
 
defined in
 
the ISDA
 
Definitions (as
 
defined below))
 
for that
swap
 
transaction
 
under
 
the
 
terms
 
of
 
an
 
agreement
 
incorporating
 
(i)
 
if
 
“2006
 
ISDA
Definitions”
 
is
 
specified
 
in
 
the
 
applicable Final
 
Terms,
 
the
 
2006
 
ISDA
 
Definitions as
amended
 
and
 
updated
 
as
 
at
 
the
 
Issue
 
Date
 
of
 
the
 
first
 
Tranche
 
of
 
the
 
Notes,
published by
 
the International
 
Swaps and
 
Derivatives Association, Inc.
 
(
ISDA
); or
 
(ii)
if
 
“2021
 
ISDA
 
Definitions”
 
is
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms,
 
the
 
latest
version of the 2021 ISDA Interest
 
Rate Derivatives Definitions as at the Issue
 
Date of
the
 
first
 
Tranche
 
of
 
the
 
Notes,
 
published
 
by
 
ISDA
 
(together,
 
the
ISDA
 
Definitions
)
and under which:
(1)
 
the Floating Rate Option
 
is as specified in
 
the applicable Final
 
Terms;
(2)
 
the
 
Designated
 
Maturity,
 
if
 
applicable,
 
is
 
a
 
period
 
specified
 
in
 
the
 
applicable
Final Terms;
(3)
 
the relevant Reset Date
 
is the day
 
specified in the
 
applicable Final Terms;
0010155-0003327 UKO2:
 
2004375908.9
50
(4)
 
if
 
the
 
Floating
 
Rate
 
Option
 
is
 
an
 
Overnight
 
Floating
 
Rate
 
Option,
 
the
Overnight
 
Rate
 
Compounding Method
 
is
 
one
 
of the
 
following as
 
specified
 
in
the applicable Final Terms:
(A)
 
Compounding with
 
Lookback;
(B)
 
Compounding with Observation
 
Period Shift; or
(C)
 
Compounding with Lockout;
 
and
(5)
 
if the
 
Floating Rate Option
 
is a
 
Compounded Index Floating
 
Rate Option, the
Index Method is Compounded Index Method with Observation Period Shift, as
specified in the applicable Final Terms.
In connection with
 
the Overnight Rate
 
Compounding Method, references in
 
the ISDA
Definitions
 
to
 
numbers
 
or
 
other
 
items
 
specified
 
in
 
the
 
relevant
 
confirmation shall
 
be
deemed to be references
 
to the numbers or
 
other items specified for
 
such purpose in
the applicable Final Terms.
For the purposes of this sub-paragraph
 
(i)
Floating Rate
,
Floating Rate Option
,
Designated
 
Maturity
,
Reset
 
Date
,
Overnight
 
Floating
 
Rate
 
Option
,
Overnight
Rate
 
Compounding Method
,
Compounding with
 
Lookback
,
Compounding with
Observation
 
Period
 
Shift
,
Compounding
 
with
 
Lockout
,
Averaging
 
with
Lookback
,
Averaging
 
with
 
Observation
 
Period
 
Shift
,
Averaging
 
with
 
Lockout
,
Compounded
 
Index
 
Floating
 
Rate
 
Option
,
Index
 
Method
and
Compounded
Index
 
Method
 
with
 
Observation
 
Period
 
Shift
have
 
the
 
meanings
 
given
 
to
 
those
terms
 
in
 
the
 
ISDA
 
Definitions,
 
(ii)
 
the
 
definition
 
of
Banking
 
Day
in
 
the
 
ISDA
Definitions
 
shall
 
be
 
amended
 
to
 
insert
 
after
 
the
 
words
 
"are
 
open
 
for"
 
in
 
the
 
second
line, the
 
word "general"
 
and (iii)
Euro-zone
means the
 
region comprised
 
of Member
States
 
of the
 
European Union
 
that
 
adopt the
 
single currency
 
in accordance
 
with the
Treaty on European Union.
(B)
 
Screen Rate Determination
 
for Floating Rate
 
Notes – Term Rate
Where “Screen
 
Rate Determination” is
 
specified in the
 
applicable Final Terms
 
as the
manner in which the Rate of Interest is to be determined and “Term
 
Rate” is specified
in the applicable Final
 
Terms
 
to be “Applicable”, the
 
Rate of Interest for
 
each Interest
Period will, subject to Condition 3(b)(viii) (
Benchmark Discontinuation
) and subject as
provided below, be either:
(1)
 
the offered quotation;
 
or
(2)
 
the
 
arithmetic
 
mean
 
(rounded
 
if
 
necessary
 
to
 
the
 
fifth
 
decimal
 
place,
 
with
0.000005 being rounded upwards) of the offered quotations,
(expressed
 
as
 
a
 
percentage
 
rate
 
per
 
annum)
 
for
 
the
 
Reference
 
Rate
 
(being
 
either
EURIBOR
 
or
 
NIBOR
 
or
 
STIBOR,
 
in
 
each
 
case
 
for
 
the
 
relevant
 
currency
 
and/or
period, all as specified in the applicable Final Terms)
 
which appears or appear, as the
case
 
may
 
be,
 
on
 
the
 
Relevant
 
Screen
 
Page
 
(or
 
such
 
replacement
 
page
 
on
 
that
service
 
which
 
displays
 
the
 
information)
 
as
 
at
 
the
 
Specified
 
Time
 
on
 
the
 
Interest
Determination
 
Date
 
in
 
question
 
plus
 
or
 
minus
 
(as
 
indicated
 
in
 
the
 
applicable
 
Final
Terms)
 
the Margin
 
(if any),
 
all as
 
determined by
 
the Agent
 
or the
 
Calculation Agent,
as applicable. If five
 
or more of such
 
offered quotations are available on
 
the Relevant
Screen Page,
 
the highest
 
(or,
 
if there
 
is more
 
than one
 
such highest
 
quotation, one
0010155-0003327 UKO2:
 
2004375908.9
51
only
 
of
 
such
 
quotations)
 
and
 
the
 
lowest
 
(or,
 
if
 
there
 
is
 
more
 
than
 
one
 
such
 
lowest
quotation,
 
one
 
only
 
of
 
such
 
quotations)
 
shall
 
be
 
disregarded
 
by
 
the
 
Agent
 
or
 
the
Calculation Agent,
 
as applicable,
 
for the
 
purpose of
 
determining the
 
arithmetic mean
(rounded as provided above) of such offered quotations.
If,
 
other
 
than
 
in
 
the
 
circumstances
 
described
 
in
 
Condition
 
3(b)(viii)
 
(
Benchmark
Discontinuation
) below,
 
the Relevant Screen Page is not available
 
or if, in the case of
Condition 3(b)(ii)(B)(1), no such offered quotation appears or, in the case of Condition
3(b)(ii)(B)(2), fewer than three such
 
offered quotations appear,
 
in each case as at
 
the
time
 
specified
 
in
 
Condition
 
3(b)(ii)(B)
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
applicable,
 
shall
 
request
 
each
 
of
 
the
 
Reference
 
Banks
 
to
 
provide
 
the
 
Agent
 
or
 
the
Calculation
 
Agent,
 
as
 
applicable,
 
with
 
its
 
offered
 
quotation
 
(expressed
 
as
 
a
percentage
 
rate
 
per
 
annum)
 
for
 
the
 
Reference
 
Rate
 
at
 
approximately
 
the
 
Specified
Time on
 
the Interest Determination
 
Date in question.
 
If two
 
or more of
 
the Reference
Banks
 
provide
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
with
 
such
 
offered
quotations, the
 
Rate of
 
Interest for
 
such Interest
 
Period shall
 
be the
 
arithmetic mean
(rounded
 
if
 
necessary
 
to
 
the
 
fifth
 
decimal
 
place
 
with
 
0.000005
 
being
 
rounded
upwards)
 
of
 
such
 
offered
 
quotations
 
plus
 
or
 
minus
 
(as
 
appropriate)
 
the
 
Margin
 
(if
any), all as determined by the Agent or the Calculation Agent, as applicable.
If
 
on
 
any
 
Interest
 
Determination
 
Date
 
one
 
only
 
or
 
none
 
of
 
the
 
Reference
 
Banks
provides
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
with
 
such
 
offered
quotations
 
as
 
provided
 
in
 
the
 
preceding
 
paragraph,
 
the
 
Rate
 
of
 
Interest
 
for
 
the
relevant
 
Interest
 
Period
 
shall
 
be
 
the
 
rate
 
per
 
annum
 
which
 
the
 
Agent
 
or
 
the
Calculation Agent,
 
as applicable,
 
determines as
 
being the
 
arithmetic mean
 
(rounded
if necessary
 
to the
 
fifth decimal
 
place, with
 
0.000005 being
 
rounded upwards)
 
of the
rates, as communicated to (and at
 
the request of) the Agent or the
 
Calculation Agent,
as
 
applicable,
 
by
 
the
 
Reference
 
Banks
 
or
 
any
 
two
 
or
 
more
 
of
 
them,
 
at
 
which
 
such
banks
 
were
 
offered,
 
at
 
approximately
 
the
 
Specified
 
Time
 
on
 
the
 
relevant
 
Interest
Determination
 
Date,
 
deposits
 
in
 
the
 
Specified
 
Currency
 
for
 
a
 
period
 
equal
 
to
 
that
which
 
would
 
have
 
been used
 
for
 
the
 
Reference Rate
 
by
 
leading
 
banks in
 
the
 
Euro-
zone inter-bank
 
market (if
 
the Reference
 
Rate is
 
EURIBOR) or
 
the Norwegian
 
inter-
bank market (if
 
the Reference Rate
 
is NIBOR) or
 
the Stockholm inter-bank
 
market (if
the Reference Rate
 
is STIBOR) plus
 
or minus (as
 
appropriate) the Margin (if
 
any) or,
if fewer than
 
two of the
 
Reference Banks provide
 
the Agent or
 
the Calculation Agent,
as
 
applicable,
 
with
 
such
 
offered
 
rates,
 
the
 
offered
 
rate
 
for
 
deposits
 
in
 
the
 
Specified
Currency
 
for
 
a
 
period
 
equal
 
to
 
that
 
which
 
would
 
have
 
been
 
used
 
for
 
the
 
Reference
Rate,
 
or
 
the
 
arithmetic
 
mean
 
(rounded
 
as
 
provided
 
above)
 
of
 
the
 
offered
 
rates
 
for
deposits in
 
the Specified
 
Currency for
 
a period
 
equal to
 
that which
 
would have
 
been
used
 
for
 
the
 
Reference
 
Rate,
 
at
 
which,
 
at
 
approximately
 
the
 
Specified
 
Time
 
on
 
the
relevant Interest Determination Date, any one
 
or more banks (which bank
 
or banks is
or are in
 
the opinion of
 
the Issuer suitable for
 
such purpose) informs the
 
Agent or the
Calculation Agent, as applicable, it
 
is quoting to leading banks
 
in the Euro-zone inter-
bank market (if the Reference Rate is
 
EURIBOR) or the Norwegian inter-bank market
(if
 
the
 
Reference
 
Rate
 
is
 
NIBOR)
 
or
 
the
 
Stockholm
 
inter-bank
 
market
 
(if
 
the
Reference
 
Rate
 
is
 
STIBOR)
 
plus
 
or
 
minus
 
(as
 
appropriate)
 
the
 
Margin
 
(if
 
any),
provided
 
that,
 
if
 
the
 
Rate
 
of
 
Interest
 
cannot
 
be
 
determined
 
in
 
accordance
 
with
 
the
foregoing provisions of
 
this paragraph, the
 
Rate of Interest
 
shall be
 
determined as at
the last
 
preceding Interest Determination
 
Date (though substituting,
 
where a
 
different
Margin is
 
to be
 
applied to
 
the relevant
 
Interest Period
 
from that
 
which applied
 
to the
last
 
preceding
 
Interest
 
Period,
 
the
 
Margin
 
relating
 
to
 
the
 
relevant
 
Interest
 
Period,
 
in
place of the Margin relating to that last preceding Interest Period).
exhibit25p53i0
0010155-0003327 UKO2:
 
2004375908.9
52
Reference
 
Banks
means, in
 
the case
 
of Condition
 
3(b)(ii)(B)(1) above,
 
those banks
whose offered rates were
 
used to determine such
 
quotation when such quotation last
appeared
 
on
 
the
 
Relevant
 
Screen
 
Page
 
and,
 
in
 
the
 
case
 
of
 
Condition
 
3(b)(ii)(B)(2)
above, those
 
banks whose
 
offered quotations
 
last appeared
 
on the
 
Relevant Screen
Page when no fewer
 
than three such offered
 
quotations appeared, and in
 
each case,
as selected by the Issuer.
Specified
 
Time
means
 
11.00
 
a.m.
 
(Brussels
 
time)
 
if
 
the
 
Reference
 
Rate
 
is
EURIBOR,
 
11.00
 
a.m.
 
(Stockholm
 
time)
 
if
 
the
 
Reference
 
Rate
 
is
 
STIBOR
 
or
 
12.00
noon (Oslo time) if the Reference Rate is NIBOR.
(C)
Screen Rate Determination for Floating Rate Notes – Compounded Daily
 
SONIA –
Non-Index Determination
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and “Overnight
 
Rate” to
 
be
“Applicable”; (2)
 
“Compounded Daily
 
SONIA” as
 
the Reference
 
Rate; and
 
(3) “Index
Determination” to
 
be “Not
 
Applicable”, the Rate
 
of Interest
 
for an
 
Interest Period will,
subject to Condition 3(b)(viii) (
Benchmark Discontinuation
) and as provided below, be
Compounded Daily SONIA Formula Rate
 
with respect to such
 
Interest Period plus or
minus (as indicated in the applicable Final Terms) the applicable Margin (if any).
As
 
used
 
in
 
these
 
Conditions,
Compounded
 
Daily
 
SONIA
 
Formula
 
Rate
means,
with
 
respect
 
to
 
an
 
Interest
 
Period,
 
the
 
rate
 
of
 
return
 
of
 
a
 
daily
 
compound
 
interest
investment during the Observation Period corresponding to such Interest Period (with
the
 
daily
 
SONIA
 
reference
 
rate
 
as
 
reference
 
rate
 
for
 
the
 
calculation
 
of
 
interest)
 
as
calculated
 
by
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
as
 
at
 
the
 
relevant
Interest
 
Determination
 
Date,
 
in
 
accordance
 
with
 
the
 
following
 
formula
 
(and
 
the
resulting
 
percentage
 
will
 
be
 
rounded,
 
if
 
necessary,
 
to
 
the
 
fifth
 
decimal
 
place,
 
with
0.000005 being rounded upwards):
where:
d
is the number of calendar
 
days in:
(1)
 
where “Lag” is specified as the Observation Method in the applicable
Final Terms,
 
the relevant Interest Period; or
(2)
 
where “Observation Shift”
 
is specified as the Observation Method in
the applicable Final Terms, the relevant Observation Period;
d
o
is the number of London
 
Banking Days in:
(1)
 
where “Lag” is specified as the Observation Method in the applicable
Final Terms,
 
the relevant Interest Period; or
(2)
 
where “Observation Shift”
 
is specified as the Observation Method in
the applicable Final Terms, the relevant Observation Period;
0010155-0003327 UKO2:
 
2004375908.9
53
i
is
 
a
 
series
 
of
 
whole
 
numbers
 
from
 
one
 
to
 
d
o
,
 
each
 
representing
 
a
 
London
Banking
 
Day
 
in
 
chronological
 
order
 
from,
 
and
 
including,
 
the
 
first
 
London
Banking Day in:
(1)
 
where “Lag”
 
is specified
 
as the
 
Observation Method
 
in the
 
applicable
Final Terms,
 
the relevant Interest Period; or
(2)
 
where
 
“Observation
 
Shift”
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
the applicable Final Terms, the relevant Observation Period;
London Banking
 
Day
means any
 
day on
 
which commercial
 
banks are
 
open
for
 
general
 
business
 
(including
 
dealing
 
in
 
foreign
 
exchange
 
and
 
foreign
currency deposits) in London;
n
i
, for
 
any London
 
Banking Day "i",
 
means the
 
number of calendar
 
days from
(and
 
including)
 
such
 
London
 
Banking
 
Day
 
"i"
 
up
 
to
 
(but
 
excluding)
 
the
following London Banking Day;
Observation Period
means, in
 
respect of
 
an Interest
 
Period, the
 
period from
(and including)
 
the date
 
falling "p"
 
London Banking
 
Days prior
 
to the
 
first day
of such
 
Interest Period
 
to (but
 
excluding) the
 
date falling
 
"p" London
 
Banking
Days
 
prior
 
to
 
(1)
 
the
 
Interest
 
Payment
 
Date
 
for
 
such
 
Interest
 
Period
 
or
 
(2)
such earlier date, if any, on which the Notes become due and payable;
p
means:
(1)
 
where “Lag”
 
is specified
 
as the
 
Observation Method
 
in the
 
applicable
Final
 
Terms,
 
the
 
number
 
of
 
London
 
Banking
 
Days
 
specified
 
as
 
the
“Lag Period” in the applicable Final
 
Terms
 
(or, if no
 
such number is so
specified, five London Banking Days); or
(2)
 
where
 
“Observation
 
Shift”
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
the
 
applicable
 
Final
 
Terms,
 
the
 
number
 
of
 
London
 
Banking
 
Days
specified
 
as
 
the
 
“Observation
 
Shift
 
Period”
 
in
 
the
 
applicable
 
Final
Terms
 
(or,
 
if
 
no
 
such
 
number
 
is
 
so
 
specified,
 
five
 
London
 
Banking
Days);
SONIA reference rate
means, in respect of any London Banking Day (
LBD
x
),
a reference
 
rate equal
 
to the
 
daily Sterling Overnight
 
Index Average
 
(
SONIA
)
rate
 
for
 
LBD
x
as
 
provided
 
by
 
the
 
administrator
 
of
 
SONIA
 
to
 
authorised
distributors
 
and
 
as
 
then
 
published
 
on
 
the
 
Relevant
 
Screen
 
Page
 
(or,
 
if
 
the
Relevant
 
Screen
 
Page
 
is
 
unavailable,
 
as
 
otherwise
 
published
 
by
 
such
authorised
 
distributors)
 
on
 
the
 
London
 
Banking
 
Day
 
immediately
 
following
LBD
x
; and
SONIA
i
means the SONIA
 
reference rate for:
(1)
 
where “Lag”
 
is specified
 
as the
 
Observation Method
 
in the
 
applicable
Final
 
Terms,
 
the
 
London
 
Banking
 
Day
 
falling
 
"p"
 
London
 
Banking
Days prior to the relevant London Banking Day "i"; or
(2)
 
where
 
“Observation
 
Shift”
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
the applicable Final Terms, the relevant London Banking Day "i".
0010155-0003327 UKO2:
 
2004375908.9
54
If, where any Rate of Interest is to be calculated pursuant to
 
this Condition
,
in respect of any London Banking Day for which the SONIA reference rate is required
to be
 
determined, the
 
Agent or
 
the Calculation
 
Agent, as
 
applicable, determines that
the
 
applicable
 
SONIA
 
reference
 
rate
 
is
 
not
 
available
 
on
 
the
 
Relevant
 
Screen
 
Page
and
 
has
 
not
 
otherwise
 
been
 
published
 
by
 
the
 
relevant
 
authorised
 
distributors,
 
then
(unless
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
has
 
been
 
notified
 
of
 
any
Successor
 
Rate
 
or
 
Alternative
 
Rate
 
(and
 
any
 
related
 
Adjustment
 
Spread
 
and/or
Benchmark
 
Amendments)
 
pursuant
 
to
 
Condition
 
3(b)(viii)
 
(
Benchmark
Discontinuation
),
 
if
 
applicable)
 
the
 
SONIA
 
reference
 
rate
 
in
 
respect
 
of
 
such
 
London
Banking Day shall be:
(1)
 
(I) the
 
Bank of
 
England’s Bank
 
Rate (the
Bank
 
Rate
) prevailing
 
at 5.00
 
p.m.
(London
 
time) (or,
 
if
 
earlier,
 
the
 
close
 
of
 
business) on
 
such London
 
Banking
Day; plus (II) the mean of the
 
spread of the SONIA reference rate to the Bank
Rate
 
over
 
the
 
previous
 
five
 
London
 
Banking
 
Days
 
on
 
which
 
a
 
SONIA
reference rate
 
has been
 
published, excluding
 
the highest
 
spread (or,
 
if there
is
 
more
 
than
 
one
 
highest
 
spread,
 
one
 
only
 
of
 
those
 
highest
 
spreads)
 
and
lowest spread
 
(or,
 
if there
 
is more
 
than one
 
lowest spread,
 
one only
 
of those
lowest spreads) to the Bank Rate; or
(2)
 
if the Bank Rate under (1)(I) above is not available at the relevant time, either
(I)
 
the
 
SONIA
 
reference
 
rate
 
published
 
on
 
the
 
Relevant
 
Screen
 
Page
 
(or
otherwise
 
published
 
by
 
the
 
relevant
 
authorised
 
distributors)
 
for
 
the
 
first
preceding
 
London
 
Banking
 
Day
 
on
 
which
 
the
 
SONIA
 
reference
 
rate
 
was
published
 
on
 
the
 
Relevant
 
Screen
 
Page
 
(or
 
otherwise
 
published
 
by
 
the
relevant
 
authorised
 
distributors)
 
or
 
(II)
 
if
 
this
 
is
 
more
 
recent,
 
the
 
latest
 
rate
determined under (1) above,
and,
 
in
 
each
 
case,
 
references
 
to
 
the
 
"SONIA
 
reference
 
rate"
 
in
 
this
 
Condition
 
shall be construed accordingly.
In
 
the
 
event
 
that
 
the
 
Rate
 
of
 
Interest
 
cannot
 
be
 
determined
 
in
 
accordance
 
with
 
the
foregoing
 
provisions,
 
the
 
Rate
 
of
 
Interest
 
shall
 
(subject
 
to
 
Condition
 
3(b)(viii)
(
Benchmark Discontinuation
)) be:
(1)
 
that determined
 
as at
 
the last
 
preceding Interest
 
Determination Date
 
(though
substituting,
 
where
 
a
 
different
 
Margin,
 
Maximum
 
Rate
 
of
 
Interest
 
and/or
Minimum Rate
 
of Interest is
 
to be
 
applied to the
 
relevant Interest Period
 
from
that which applied to the last
 
preceding Interest Period, the Margin, Maximum
Rate
 
of
 
Interest
 
and/or
 
Minimum
 
Rate
 
of
 
Interest
 
(as
 
the
 
case
 
may
 
be)
relating to the relevant
 
Interest Period, in place
 
of the Margin, Maximum
 
Rate
of Interest and/or Minimum Rate of Interest
 
(as applicable) relating to that last
preceding Interest Period); or
(2)
 
if
 
there
 
is
 
no
 
such
 
preceding
 
Interest
 
Determination
 
Date,
 
the
 
initial
 
Rate
 
of
Interest
 
which
 
would
 
have
 
been
 
applicable
 
to
 
such
 
Notes
 
for
 
the
 
first
scheduled
 
Interest
 
Period
 
had
 
the
 
Notes
 
been
 
in
 
issue
 
for
 
a
 
period
 
equal
 
in
duration
 
to
 
the
 
first
 
scheduled Interest
 
Period
 
but
 
ending on
 
(and
 
excluding)
the Interest Commencement
 
Date (but applying
 
the Margin and,
 
if applicable,
any Maximum Rate
 
of Interest and/or Minimum
 
Rate of Interest,
 
applicable to
the first scheduled Interest Period).
exhibit25p56i0
0010155-0003327 UKO2:
 
2004375908.9
55
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes become
 
so
 
due and
 
payable,
 
and such
 
Rate
 
of
 
Interest
 
shall continue
 
to
apply to the
 
Notes for so
 
long as interest
 
continues to accrue
 
thereon as provided
 
in
Condition
 
(
Accrual of Interest
).
(D)
Screen Rate Determination for Floating Rate Notes – Compounded Daily
 
SONIA –
Index Determination
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and
 
“Overnight Rate”
 
to be
“Applicable”; (2)
 
“Compounded Daily
 
SONIA” as
 
the
 
Reference Rate;
 
and (3)
 
“Index
Determination”
 
to
 
be
 
“Applicable”,
 
the
 
Rate
 
of
 
Interest
 
for
 
an
 
Interest
 
Period
 
will,
subject to Condition 3(b)(viii) (
Benchmark Discontinuation
) and as provided below,
 
be
the Compounded Daily SONIA Index Rate with respect to such Interest Period
 
plus or
minus (as indicated in the applicable Final Terms) the applicable Margin (if any).
Compounded
 
Daily
 
SONIA
 
Index
 
Rate
means, with
 
respect to
 
an Interest
 
Period,
the rate of
 
return of a
 
daily compound interest investment
 
as calculated by
 
the Agent
or the Calculation Agent, as applicable, on the relevant Interest Determination Date in
accordance with
 
the following formula
 
(and the
 
resulting percentage will
 
be rounded,
if necessary, to the fifth decimal place, with 0.000005 being rounded upwards):
where:
d
is
 
the
 
number
 
of
 
calendar
 
days from
 
(and
 
including)
 
the
 
day
 
in
 
relation
 
to
which SONIA
 
Compounded Index
Start
is determined
 
to (but
 
excluding) the day
in relation to which SONIA Compounded Index
End
is determined;
London Banking Day
has the meaning
 
set out in Condition
 
above;
Relevant
 
Number
is
 
the
 
number
 
specified
 
as
 
such
 
in
 
the
 
applicable
 
Final
Terms
 
(or, if no such number is specified, five);
SONIA
 
Compounded Index
End
means the
 
SONIA Compounded
 
Index value
relating
 
to
 
the
 
London
 
Banking
 
Day
 
falling
 
the
 
Relevant
 
Number
 
of
 
London
Banking Days
 
prior to
 
(1) the
 
Interest Payment
 
Date for
 
the
 
relevant Interest
Period
 
or
 
(2)
 
such
 
earlier
 
date,
 
if
 
any,
 
on
 
which
 
the
 
Notes
 
become
 
due
 
and
payable;
SONIA Compounded
 
Index
Start
means the
 
SONIA Compounded Index
 
value
relating
 
to
 
the
 
London
 
Banking
 
Day
 
falling
 
the
 
Relevant
 
Number
 
of
 
London
Banking Days prior to the first day of the relevant Interest Period; and
the
SONIA Compounded
 
Index
means, with respect
 
to any London
 
Banking
Day,
 
the
 
value
 
of
 
the
 
SONIA
 
compounded
 
index
 
that
 
is
 
provided
 
by
 
the
administrator
 
of
 
the
 
SONIA
 
reference
 
rate
 
to
 
authorised
 
distributors
 
and
 
as
then published on the Relevant Screen
 
Page (or, if
 
the Relevant Screen Page
is
 
unavailable,
 
as
 
otherwise
 
published
 
by
 
such
 
authorised
 
distributors)
 
in
respect of such London Banking Day.
exhibit25p57i0
0010155-0003327 UKO2:
 
2004375908.9
56
If, where any Rate of Interest is to be calculated pursuant to this
 
Condition
,
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
determines
 
that
 
the
 
relevant
SONIA
 
Compounded
 
Index
 
value
 
required
 
to
 
determine
 
SONIA
 
Compounded
Index
Start
or
 
SONIA
 
Compounded
 
Index
End
is
 
not
 
available
 
on
 
the
 
Relevant
 
Screen
Page and has not otherwise
 
been published by the
 
relevant authorised distributors by
5.00 p.m.
 
(London time)
 
(or,
 
if later,
 
by the
 
time falling
 
one hour
 
after the
 
customary
or
 
scheduled
 
time
 
for
 
publication
 
thereof
 
in
 
accordance
 
with
 
the
 
then-prevailing
operational
 
procedures of
 
the
 
administrator
 
of
 
the
 
SONIA
 
reference
 
rate
 
or
 
of
 
such
other information service, as the case may
 
be) on the relevant Interest Determination
Date, the Compounded Daily SONIA Index
 
Rate for the applicable Interest
 
Period for
which
 
the
 
relevant
 
SONIA
 
Compounded
 
Index
 
value
 
is
 
not
 
available
 
shall
 
be
"Compounded Daily
 
SONIA Formula Rate"
 
determined in accordance
 
with Condition
 
above
 
as
 
if
 
Index
 
Determination
 
had
 
been
 
specified
 
as
 
being
 
Not
Applicable
 
in
 
the
 
applicable
 
Final
 
Terms,
 
and
 
for
 
these
 
purposes:
 
(1)
 
the
"Observation
 
Method"
 
shall
 
be
 
deemed
 
to
 
be
 
"Observation
 
Shift"
 
and
 
(2)
 
the
"Observation
 
Shift
 
Period"
 
shall
 
be
 
deemed
 
to
 
be
 
equal
 
to
 
the
 
Relevant
 
Number
 
of
London
 
Banking
 
Days,
 
as
 
if
 
those
 
alternative
 
elections
 
had
 
been
 
made
 
in
 
the
applicable Final Terms.
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes
 
become so
 
due
 
and
 
payable,
 
and
 
such
 
Rate
 
of
 
Interest
 
shall
 
continue
 
to
apply to
 
the Notes
 
for so
 
long as
 
interest continues to
 
accrue thereon as
 
provided in
Condition
 
(
Accrual of Interest
).
(E)
Screen
 
Rate
 
Determination
 
for
 
Floating
 
Rate
 
Notes
 
–
 
Compounded
 
Daily
 
SOFR
 
–
Non-Index Determination
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and
 
“Overnight Rate”
 
to be
“Applicable”;
 
(2)
 
“Compounded Daily
 
SOFR”
 
as
 
the
 
Reference
 
Rate;
 
and
 
(3)
 
“Index
Determination” to
 
be “Not
 
Applicable”, the Rate
 
of Interest
 
for an
 
Interest Period
 
will,
subject
 
to
 
Condition
 
(
Benchmark
 
Discontinuation
 
–
 
SOFR
)
 
and
 
as
 
provided
below,
 
be
 
Compounded
 
Daily
 
SOFR
 
Formula
 
Rate
 
with
 
respect
 
to
 
such
 
Interest
Period
 
plus
 
or
 
minus
 
(as
 
indicated
 
in
 
the
 
applicable
 
Final
 
Terms)
 
the
 
applicable
Margin (if any).
Compounded Daily SOFR
 
Formula Rate
means, with respect to an Interest Period,
the
 
rate
 
of
 
return
 
of
 
a
 
daily
 
compound
 
interest
 
investment
 
in
 
U.S.
 
dollars
 
(with
 
the
Secured
 
Overnight
 
Financing
 
Rate
 
as
 
the
 
reference
 
rate
 
for
 
the
 
calculation
 
of
interest)
 
as
 
calculated
 
by
 
the
 
Agent
 
or
 
the
 
Calculation Agent,
 
as
 
applicable,
 
on
 
the
relevant
 
Interest
 
Determination
 
Date
 
in
 
accordance
 
with
 
the
 
following
 
formula
 
(and
the
 
resulting
 
percentage
 
will
 
be
 
rounded,
 
if
 
necessary,
 
to
 
the
 
nearest
 
fifth
 
decimal
place, with 0.000005 being rounded upwards):
where:
d
is the number of calendar
 
days in:
0010155-0003327 UKO2:
 
2004375908.9
57
(1)
 
where
 
"Lookback"
 
or
 
“Lock-out”
 
is
 
specified
 
as
 
the
 
Observation
Method in the applicable Final Terms, the relevant Interest Period; or
(2)
 
where
 
"Observation
 
Shift"
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
the applicable Final Terms, the relevant Observation Period;
d
o
is the number of
 
U.S. Government Securities
 
Business Days in:
(1)
 
where
 
"Lookback"
 
or
 
“Lock-out”
 
is
 
specified
 
as
 
the
 
Observation
Method in the applicable Final Terms, the relevant Interest Period; or
(2)
 
where
 
"Observation
 
Shift"
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
the applicable Final Terms, the relevant Observation Period;
i
is a series
 
of whole numbers from
 
one to d
o
, each representing
 
the relevant
U.S.
 
Government
 
Securities
 
Business
 
Day
 
in
 
chronological
 
order
 
from,
 
and
including, the first U.S. Government Securities Business Day in:
(1)
 
where
 
"Lookback"
 
or
 
“Lock-out”
 
is
 
specified
 
as
 
the
 
Observation
Method in the applicable Final Terms, the relevant Interest Period; or
(2)
 
where
 
"Observation
 
Shift"
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
the applicable Final Terms, the relevant Observation Period;
Lock-out Period
means the period
 
from (and including)
 
the day following
 
the
Interest
 
Determination
 
Date
 
to
 
(but
 
excluding)
 
the
 
corresponding
 
Interest
Payment Date;
n
i
,
 
for any
 
U.S. Government
 
Securities Business
 
Day "i",
 
means the
 
number
of
 
calendar
 
days
 
from
 
(and
 
including)
 
such
 
U.S.
 
Government
 
Securities
Business
 
Day
 
"i"
 
up
 
to
 
(but
 
excluding)
 
the
 
following
 
U.S.
 
Government
Securities Business Day;
Observation Period
means, in
 
respect of
 
an Interest
 
Period, the
 
period from
(and including) the date falling "p" U.S. Government
 
Securities Business Days
prior to
 
the first
 
day of
 
such Interest
 
Period to
 
(but excluding)
 
the date
 
falling
"p"
 
U.S.
 
Government
 
Securities
 
Business
 
Days
 
prior
 
to
 
(1)
 
the
 
Interest
Payment
 
Date
 
for
 
such
 
Interest
 
Period
 
or
 
(2)
 
such
 
earlier
 
date,
 
if
 
any,
 
on
which the Notes become due and payable;
p
means:
(1)
 
where
 
"Lookback"
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
 
the
applicable
 
Final
 
Terms,
 
the
 
number
 
of
 
U.S.
 
Government
 
Securities
Business
 
Days
 
specified
 
as
 
the
 
"Lookback
 
Period
 
(
p
)"
 
in
 
the
applicable Final Terms (or,
 
if no such number is so specified, five U.S.
Government Securities
 
Business Days); or
(2)
 
where
 
“Lock-out”
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
 
the
applicable
 
Final
 
Terms,
 
zero
 
U.S.
 
Government
 
Securities
 
Business
Days; or
(3)
 
where
 
"Observation
 
Shift"
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
the applicable Final Terms, the number of U.S. Government Securities
0010155-0003327 UKO2:
 
2004375908.9
58
Business
 
Days
 
specified
 
as
 
the
 
"Observation
 
Shift
 
Period"
 
in
 
the
applicable Final Terms
 
(or, if
 
no such number is so specified,
 
five U.S.
Government Securities Business Days);
Reference Day
means each U.S. Government Securities Business Day in the
relevant Interest Period, other
 
than any U.S. Government
 
Securities Business
Day in the Lock-out Period;
SOFR
means, in respect
 
of any U.S.
 
Government Securities Business Day,
 
a
rate determined in accordance with the following provisions:
(1)
 
the
 
Secured
 
Overnight
 
Financing
 
Rate
 
published
 
for
 
such
 
U.S.
Government
 
Securities
 
Business
 
Day
 
that
 
appears
 
on
 
the
 
SOFR
Administrator's Website at
 
or about 3.00
 
p.m. (New York
 
City time) on
the
 
U.S.
 
Government
 
Securities
 
Business
 
Day
 
immediately
 
following
such U.S. Government Securities Business Day; and
(2)
 
if the rate specified in paragraph (1) above does not so appear,
 
unless
both
 
a
 
Benchmark
 
Transition
 
Event
 
and
 
its
 
related
 
Benchmark
Replacement
 
Date
 
have
 
occurred,
 
then
 
the
 
Agent
 
or
 
the
 
Calculation
Agent, as
 
applicable, shall use
 
the Secured Overnight
 
Financing Rate
published on the SOFR Administrator's Website for the first preceding
U.S.
 
Government
 
Securities
 
Business
 
Day
 
on
 
which
 
the
 
Secured
Overnight Financing Rate was
 
published on the SOFR
 
Administrator's
Website;
SOFR
i
means,
 
in
 
respect
 
of
 
any
 
U.S.
 
Government
 
Securities
 
Business
 
Day
"i":
(1)
 
where
 
"Lookback"
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
 
the
applicable
 
Final
 
Terms,
 
SOFR
 
in
 
respect
 
of
 
the
 
U.S.
 
Government
Securities
 
Business
 
Day
 
falling
 
"
p
"
 
U.S.
 
Government
 
Securities
Business
 
Days
 
prior
 
to
 
the
 
relevant
 
U.S.
 
Government
 
Securities
Business Day "i"; or
(2)
 
where
 
“Lock-out”
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
 
the
applicable Final Terms:
(I)
 
in
 
respect
 
of
 
each
 
U.S.
 
Government
 
Securities
 
Business
 
Day
“i”
 
that
 
is
 
a
 
Reference
 
Day,
 
SOFR
 
in
 
respect
 
of
 
the
 
U.S.
Government
 
Securities
 
Business
 
Day
 
immediately
 
preceding
such Reference Day; or
(II)
 
in
 
respect
 
of
 
each
 
U.S.
 
Government
 
Securities
 
Business
 
Day
“i”
 
that
 
is
 
not
 
a
 
Reference
 
Day
 
(being
 
a
 
U.S.
 
Government
Securities
 
Business
 
Day
 
in
 
the
 
Lock-out
 
Period),
 
SOFR
 
in
respect
 
of
 
the
 
U.S.
 
Government
 
Securities
 
Business
 
Day
immediately
 
preceding
 
the
 
last
 
Reference
 
Day of
 
the
 
relevant
Interest
 
Period
 
(such
 
last
 
Reference
 
Day
 
coinciding
 
with
 
the
Interest Determination Date); or
(3)
 
where
 
"Observation
 
Shift"
 
is
 
specified
 
as
 
the
 
Observation
 
Method
 
in
the applicable Final Terms,
 
SOFR in respect of such U.S. Government
Securities Business Day "i"; and
exhibit25p60i0
0010155-0003327 UKO2:
 
2004375908.9
59
U.S.
 
Government
 
Securities
 
Business
 
Day
means
 
any
 
day
 
except
 
for
 
a
Saturday,
 
a
 
Sunday
 
or
 
a
 
day
 
on
 
which
 
the
 
Securities
 
Industry
 
and
 
Financial
Markets
 
Association
 
recommends
 
that
 
the
 
fixed
 
income
 
departments
 
of
 
its
members
 
be
 
closed
 
for
 
the
 
entire
 
day
 
for
 
purposes
 
of
 
trading
 
in
 
U.S.
government securities.
Certain
 
other
 
capitalised
 
terms
 
used
 
in
 
the
 
foregoing
 
terms
 
and
 
provisions
relating to
 
determination of the
 
Compounded Daily SOFR
 
Formula Rate have
the meanings set
 
forth under Condition
 
(
Benchmark Discontinuation –
SOFR
) below.
Notwithstanding anything
 
to
 
the
 
contrary,
 
if
 
both a
 
Benchmark Transition
 
Event and
its
 
related
 
Benchmark
 
Replacement
 
Date
 
have
 
occurred
 
with
 
respect
 
to
 
the
Compounded
 
Daily
 
SOFR
 
Formula
 
Rate
 
(or
 
any
 
component
 
part
 
thereof),
 
the
benchmark
 
replacement
 
provisions
 
set
 
forth
 
in
 
Condition
 
(
Benchmark
Discontinuation –
 
SOFR
)
 
below shall
 
apply for
 
the purposes
 
of all
 
determinations of
the Rate of Interest in respect of the Notes.
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes
 
become so
 
due
 
and
 
payable,
 
and
 
such
 
Rate
 
of
 
Interest
 
shall
 
continue
 
to
apply to
 
the Notes
 
for so
 
long as
 
interest continues to
 
accrue thereon as
 
provided in
Condition
 
(
Accrual of Interest
).
(F)
Screen
 
Rate
 
Determination
 
for
 
Floating
 
Rate
 
Notes
 
–
 
Compounded
 
Daily
 
SOFR
 
–
Index Determination
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and
 
“Overnight Rate”
 
to be
“Applicable”;
 
(2)
 
“Compounded Daily
 
SOFR”
 
as
 
the
 
Reference
 
Rate;
 
and
 
(3)
 
“Index
Determination”
 
to
 
be
 
“Applicable”,
 
the
 
Rate
 
of
 
Interest
 
for
 
an
 
Interest
 
Period
 
will,
subject
 
to
 
Condition
 
3(b)(ix)
 
(
Benchmark
 
Discontinuation
 
–
 
SOFR
)
 
and
 
as
 
provided
below,
 
be
 
the
 
Compounded
 
Daily
 
SOFR
 
Index
 
Rate
 
with
 
respect
 
to
 
such
 
Interest
Period
 
plus
 
or
 
minus
 
(as
 
indicated
 
in
 
the
 
applicable
 
Final
 
Terms)
 
the
 
applicable
Margin (if any).
Compounded SOFR
 
Index Rate
means, with respect to
 
an Interest Period,
 
the rate
of
 
return
 
of
 
a
 
daily compound
 
interest
 
investment as
 
calculated by
 
the
 
Agent
 
or
 
the
Calculation
 
Agent,
 
as
 
applicable,
 
on
 
the
 
relevant
 
Interest
 
Determination
 
Date
 
in
accordance with
 
the following formula
 
(and the
 
resulting percentage
 
will be
 
rounded,
if
 
necessary,
 
to
 
the
 
nearest
 
fifth
 
decimal
 
place,
 
with
 
0.000005
 
being
 
rounded
upwards):
where:
d
is
 
the
 
number
 
of
 
calendar
 
days
 
from
 
(and
 
including)
 
the
 
day
 
in
 
relation
 
to
which "SOFR
 
Index
Start
" is
 
determined to
 
(but excluding)
 
the day
 
in relation
 
to
which "SOFR Index
End
" is determined;
0010155-0003327 UKO2:
 
2004375908.9
60
Relevant
 
Number
is
 
the
 
number
 
specified
 
as
 
such
 
in
 
the
 
applicable
 
Final
Terms
 
(or, if no such number is specified, five);
SOFR Index
End
means the SOFR Index value relating to the U.S. Government
Securities
 
Business
 
Day
 
falling
 
the
 
Relevant
 
Number
 
of
 
U.S.
 
Government
Securities
 
Business
 
Days
 
prior
 
to
 
(1)
 
the
 
Interest
 
Payment
 
Date
 
for
 
the
relevant
 
Interest
 
Period
 
or
 
(2)
 
such
 
earlier
 
date,
 
if
 
any,
 
on
 
which
 
the
 
Notes
become due and payable;
SOFR
 
Index
Start
means
 
the
 
SOFR
 
Index
 
value
 
relating
 
to
 
the
 
U.S.
Government
 
Securities
 
Business
 
Day
 
falling
 
the
 
Relevant
 
Number
 
of
 
U.S.
Government
 
Securities
 
Business
 
Days
 
prior
 
to
 
the
 
first
 
date
 
of
 
the
 
relevant
Interest Period;
the
SOFR
 
Index
means,
 
with
 
respect
 
to
 
any
 
U.S.
 
Government
 
Securities
Business
 
Day,
 
prior
 
to
 
a
 
Benchmark
 
Replacement
 
Date,
 
the
 
SOFR
 
Index
published
 
for
 
such
 
U.S.
 
Government
 
Securities Business
 
Day
 
as
 
such
 
value
appears
 
on
 
the
 
SOFR
 
Administrator's
 
Website
 
at
 
3:00
 
p.m.
 
(New
 
York
 
City
time) on such U.S. Government Securities Business Day; and
U.S.
 
Government
 
Securities
 
Business
 
Day
has
 
the
 
meaning
 
set
 
out
 
in
Condition
 
above.
Certain
 
other
 
capitalised
 
terms
 
used
 
in
 
the
 
foregoing
 
terms
 
and
 
provisions
relating
 
to
 
determination
 
of
 
the
 
Compounded
 
SOFR
 
Index
 
Rate
 
have
 
the
meanings
 
set
 
forth
 
under
 
Condition
 
(
Benchmark
 
Discontinuation
 
–
SOFR
) below.
If, where any Rate
 
of Interest is to
 
be calculated pursuant to this
 
Condition
,
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
determines
 
that
 
the
 
SOFR
Index
Start
or
 
the
 
SOFR
 
Index
End
does
 
not
 
appear
 
on
 
the
 
SOFR
 
Administrator's
Website
 
by
 
3.00
 
p.m.
 
(New
 
York
 
City
 
time)
 
on
 
the
 
relevant
 
Interest
 
Determination
Date
 
and
 
a
 
Benchmark
 
Transition
 
Event
 
and
 
its
 
related
 
Benchmark
 
Replacement
Date
 
have not
 
occurred with
 
respect to
 
the
 
Compounded SOFR
 
Index
 
Rate (or
 
any
component
 
part
 
thereof),
 
the
 
Compounded
 
SOFR
 
Index
 
Rate
 
for
 
the
 
applicable
Interest
 
Period
 
for
 
which
 
such
 
SOFR
 
Index
 
value
 
is
 
not
 
available
 
shall
 
be
 
the
"Compounded
 
Daily
 
SOFR Formula
 
Rate"
 
determined in
 
accordance with
 
Condition
 
above
 
as
 
if
 
Index
 
Determination
 
had
 
been
 
specified
 
as
 
being
 
Not
Applicable
 
in
 
the
 
applicable
 
Final
 
Terms,
 
and
 
for
 
these
 
purposes:
 
(1)
 
the
"Observation
 
Method"
 
shall
 
be
 
deemed
 
to
 
be
 
"Observation
 
Shift",
 
and
 
(2)
 
the
"Observation
 
Shift
 
Period"
 
shall
 
be
 
deemed to
 
be
 
equal
 
to
 
the
 
Relevant Number
 
of
U.S.
 
Government
 
Securities
 
Business
 
Days,
 
as
 
if
 
those
 
alternative
 
elections
 
had
been made in the applicable Final Terms.
Notwithstanding anything
 
to
 
the
 
contrary,
 
if
 
both
 
a
 
Benchmark Transition
 
Event
 
and
its
 
related
 
Benchmark
 
Replacement
 
Date
 
have
 
occurred
 
with
 
respect
 
to
 
the
Compounded
 
SOFR
 
Index
 
Rate
 
(or
 
any
 
component
 
part
 
thereof),
 
the
 
benchmark
replacement
 
provisions
 
set
 
forth
 
in
 
Condition
 
(
Benchmark
 
Discontinuation
 
–
SOFR
) below shall apply for the purposes of
 
all determinations of the Rate of Interest
in respect of the Notes.
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding) the
 
date
 
on
 
which
exhibit25p62i0
0010155-0003327 UKO2:
 
2004375908.9
61
the
 
Notes
 
become so
 
due
 
and
 
payable,
 
and
 
such
 
Rate
 
of
 
Interest
 
shall
 
continue
 
to
apply to
 
the Notes
 
for so
 
long as
 
interest continues to
 
accrue thereon
 
as provided in
Condition
 
(
Accrual of Interest
).
(G)
Screen Rate Determination
 
for Floating Rate Notes
 
– Average SOFR
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and
 
“Overnight Rate”
 
to be
“Applicable”;
 
(2)
 
“Average
 
SOFR”
 
as
 
the
 
Reference
 
Rate;
 
and
 
(3)
 
“Index
Determination” to
 
be “Not
 
Applicable”, the Rate
 
of Interest
 
for an
 
Interest Period
 
will,
subject
 
to
 
Condition
 
3(b)(ix)
 
(
Benchmark
 
Discontinuation
 
–
 
SOFR
)
 
and
 
as
 
provided
below, be
 
the Average SOFR Rate with
 
respect to such Interest Period
 
plus or minus
(as indicated in the applicable Final Terms) the applicable Margin (if any).
Average
 
SOFR Rate
means, with respect
 
to an Interest
 
Period, the arithmetic
 
mean
of
 
SOFR
 
in
 
effect
 
during
 
such
 
Interest
 
Period
 
as
 
calculated
 
by
 
the
 
Agent
 
or
 
the
Calculation
 
Agent,
 
as
 
applicable,
 
on
 
the
 
relevant
 
Interest
 
Determination
 
Date
 
in
accordance with
 
the following formula
 
(and the
 
resulting percentage will
 
be rounded,
if
 
necessary,
 
to
 
the
 
nearest
 
fifth
 
decimal
 
place,
 
with
 
0.000005
 
being
 
rounded
upwards):
where
d
o
,
i
,
SOFR
,
SOFR
i
,
n
i
and
d
have
 
the
 
meanings
 
set
 
out
 
in
 
Condition
 
above.
Notwithstanding anything
 
to
 
the
 
contrary,
 
if
 
both a
 
Benchmark Transition
 
Event
 
and
its related
 
Benchmark Replacement Date
 
have occurred
 
with respect
 
to the
 
Average
SOFR Rate
 
(or any
 
component part
 
thereof), the
 
benchmark replacement
 
provisions
set forth in
 
Condition
 
(
Benchmark Discontinuation – SOFR
) below shall apply
for the purposes of all determinations of the Rate of Interest in
 
respect of the Notes.
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes
 
become so
 
due
 
and
 
payable,
 
and
 
such
 
Rate
 
of
 
Interest
 
shall
 
continue
 
to
apply to
 
the Notes
 
for so
 
long as
 
interest continues to
 
accrue thereon as
 
provided in
Condition
 
(
Accrual of Interest
).
(iii)
Minimum and/or Maximum
 
Rate of Interest
If
 
the
 
applicable
 
Final
 
Terms
 
specifies
 
a
 
Minimum
 
Rate
 
of
 
Interest
 
for
 
any
 
Interest
Period, then,
 
in the
 
event that
 
the Rate
 
of Interest
 
in respect
 
of such
 
Interest Period
determined
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
paragraph
 
is
 
less
 
than
such Minimum
 
Rate of
 
Interest, the
 
Rate of
 
Interest for
 
such Interest
 
Period shall
 
be
such
 
Minimum
 
Rate
 
of
 
Interest.
 
If
 
the
 
applicable
 
Final
 
Terms
 
specifies
 
a
 
Maximum
Rate of
 
Interest for
 
any Interest
 
Period, then,
 
in the
 
event that
 
the Rate
 
of Interest
 
in
respect
 
of
 
such
 
Interest
 
Period
 
determined
 
in
 
accordance
 
with
 
the
 
provisions
 
of
paragraph
 
is
 
greater
 
than
 
such
 
Maximum
 
Rate
 
of
 
Interest,
 
the
 
Rate
 
of
Interest for such Interest Period shall be such Maximum Rate
 
of Interest.
(iv)
Determination of Rate
 
of Interest and
 
Calculation of Interest
 
Amounts
exhibit25p63i4 exhibit25p63i3 exhibit25p63i2 exhibit25p63i4 exhibit25p63i3 exhibit25p63i3 exhibit25p63i1 exhibit25p63i0
 
0010155-0003327 UKO2:
 
2004375908.9
62
The
 
Agent
 
or
 
the
 
Calculation Agent,
 
as
 
applicable, will
 
at
 
or
 
as
 
soon
 
as practicable
after each time
 
at which the
 
Rate of Interest
 
is to be
 
determined, determine the
 
Rate
of Interest for the relevant Interest Period.
The
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
will
 
calculate
 
the
 
amount
 
of
interest
 
(the
Interest
 
Amount
)
 
payable
 
on
 
the
 
Floating
 
Rate
 
Notes
 
for
 
the
 
relevant
Interest Period by applying the Rate of Interest to:
(A)
 
in
 
the
 
case
 
of
 
Floating Rate
 
Notes
 
which
 
are
 
represented
 
by
 
a
 
Global
 
Note,
the aggregate
 
outstanding nominal amount
 
of the
 
Notes represented
 
by such
Global Note; or
(B)
 
in the case of
 
Floating Rate Notes in
 
definitive form, the
 
Calculation Amount;
and,
 
in
 
each
 
case,
 
multiplying such
 
sum
 
by the
 
applicable Day
 
Count
 
Fraction,
 
and
rounding
 
the
 
resultant
 
figure
 
to
 
the
 
nearest
 
sub-unit
 
of
 
the
 
relevant
 
Specified
Currency
 
half
 
of
 
any
 
such
 
sub-unit
 
being
 
rounded
 
upwards
 
or
 
otherwise
 
in
accordance with applicable market
 
convention. Where the Specified
 
Denomination of
a
 
Floating
 
Rate
 
Note
 
in
 
definitive
 
form
 
is
 
a
 
multiple
 
of
 
the
 
Calculation
 
Amount,
 
the
Interest Amount
 
payable in
 
respect of
 
such Note
 
shall be
 
the product
 
of the
 
amount
(determined
 
in
 
the
 
manner
 
provided
 
above)
 
for
 
the
 
Calculation
 
Amount
 
and
 
the
amount
 
by
 
which
 
the
 
Calculation
 
Amount
 
is
 
multiplied
 
to
 
reach
 
the
 
Specified
Denomination, without any further rounding.
Day Count
 
Fraction
means, in
 
respect of the
 
calculation of
 
an amount of
 
interest in
accordance with this Condition 3 (
Interest
):
(i)
 
if
 
"Actual/Actual (ISDA)"
 
or "Actual/Actual"
 
is specified
 
in the
 
applicable Final
Terms,
 
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
 
Final
 
Terms,
 
the
 
actual
number of days in the Interest Period divided by 365;
(iii)
 
if
 
"Actual/365 (Sterling)"
 
is specified
 
in the
 
applicable Final
 
Terms,
 
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 Final Terms,
 
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
 
Final
Terms,
 
the number of days in the Interest Period divided by 360, calculated on
a formula basis as follows:
[360
(Y
2
 
Y
1
)]
[30
(M
2
M
1
)]
 
(D
2
D
1
)
DayCount
 
Fraction
where:
360
 
exhibit25p64i3 exhibit25p64i1 exhibit25p64i8 exhibit25p64i1 exhibit25p64i6 exhibit25p64i4 exhibit25p64i2 exhibit25p64i0 exhibit25p64i9 exhibit25p64i1 exhibit25p64i1 exhibit25p63i3 exhibit25p64i1 exhibit25p64i6 exhibit25p64i6 exhibit25p63i2
 
0010155-0003327 UKO2:
 
2004375908.9
63
"Y
1
" is
 
the year,
 
expressed as
 
a number,
 
in which
 
the first
 
day of
 
the Interest
Period falls:
"Y
2
"
 
is
 
the
 
year,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
 
immediately
following the last day of the Interest Period falls;
"M
1
" is
 
the calendar
 
month, expressed
 
as a
 
number,
 
in which
 
the first
 
day of
the Interest Period falls;
"M
2
"
 
is
 
the
 
calendar
 
month,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
immediately following the last day of the Interest Period falls;
"D
1
"
 
is the
 
first calendar
 
day,
 
expressed as
 
a number,
 
of the
 
Interest Period,
unless such number is 31, in which case D
1
will be 30; and
"D
2
"
 
is
 
the
 
calendar
 
day,
 
expressed
 
as
 
a
 
number,
 
immediately
 
following
 
the
last day
 
included in the
 
Interest Period, unless
 
such number would
 
be 31 and
D
1
is greater than 29, in which case D
2
will be 30;
(vi)
 
if
 
"30E/360"
 
or
 
"Eurobond
 
Basis"
 
is
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms,
the
 
number
 
of
 
days
 
in
 
the
 
Interest
 
Period
 
divided
 
by
 
360,
 
calculated
 
on
 
a
formula basis as follows:
[360
(Y
2
 
Y
1
)]
[30
(M
2
M
1
)]
 
(D
2
D
1
)
DayCount
 
Fraction
where:
360
"Y
1
" is
 
the year,
 
expressed as
 
a number,
 
in which
 
the first
 
day of
 
the Interest
Period falls:
"Y
2
"
 
is
 
the
 
year,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
 
immediately
following the last day of the Interest Period falls;
"M
1
" is
 
the calendar
 
month, expressed
 
as a
 
number,
 
in which
 
the first
 
day of
the Interest Period falls;
"M
2
"
 
is
 
the
 
calendar
 
month,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
immediately following the last day of the Interest Period falls;
"D
1
"
 
is the
 
first calendar
 
day,
 
expressed as
 
a number,
 
of the
 
Interest Period,
unless such number would be 31, in which case D
1
will be 30; and
"D
2
"
 
is
 
the
 
calendar
 
day,
 
expressed
 
as
 
a
 
number,
 
immediately
 
following
 
the
last day
 
included in
 
the Interest
 
Period, unless
 
such number
 
would be
 
31, in
which case D
2
will be 30; or
(vii)
 
if
 
"30E/360 (ISDA)"
 
is specified
 
in
 
the
 
applicable Final
 
Terms,
 
the
 
number of
days
 
in
 
the
 
Interest
 
Period
 
divided
 
by
 
360,
 
calculated on
 
a
 
formula
 
basis
 
as
follows:
DayCount
 
Fraction
[360
(Y
2
 
Y
1
)]
[30
(M
2
M
1
)]
 
(D
2
D
1
)
360
0010155-0003327 UKO2:
 
2004375908.9
64
where:
"Y
1
" is
 
the year,
 
expressed as
 
a number,
 
in which
 
the first
 
day of
 
the Interest
Period falls:
"Y
2
"
 
is
 
the
 
year,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
 
immediately
following the last day of the Interest Period falls;
"M
1
" is
 
the calendar
 
month, expressed
 
as a
 
number,
 
in which
 
the first
 
day of
the Interest Period falls;
"M
2
"
 
is
 
the
 
calendar
 
month,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
immediately following the last day of the Interest Period falls;
"D
1
"
 
is the
 
first calendar
 
day,
 
expressed as
 
a number,
 
of the
 
Interest Period,
unless (i) that day is
 
the last day of February or
 
(ii) such number would be 31,
in which case D1 will be 30; and
"D
2
"
 
is
 
the
 
calendar
 
day,
 
expressed
 
as
 
a
 
number,
 
immediately
 
following
 
the
last
 
day
 
included
 
in
 
the
 
Interest
 
Period,
 
unless
 
(i)
 
that
 
day
 
is
 
the
 
last
 
day
 
of
February but not the Maturity Date or (ii)
 
such number would be 31 and D
2
will
be 30.
(v)
Linear Interpolation
Where Linear
 
Interpolation is
 
specified as
 
applicable in
 
respect of
 
an Interest
 
Period
in
 
the
 
applicable
 
Final
 
Terms,
 
the
 
Rate
 
of
 
Interest
 
for
 
such
 
Interest
 
Period
 
shall
 
be
calculated by the Agent
 
or the Calculation Agent,
 
as applicable, by straight
 
line linear
interpolation by
 
reference to two
 
rates based
 
on the relevant
 
Reference Rate (where
Screen
 
Rate Determination
 
is
 
specified
 
as applicable
 
in
 
the
 
applicable Final
 
Terms)
or
 
the
 
relevant
 
Floating
 
Rate
 
Option
 
(where
 
ISDA
 
Determination
 
is
 
specified
 
as
applicable in
 
the applicable
 
Final Terms),
 
one of
 
which shall
 
be determined
 
as if
 
the
Designated Maturity were the period of time for
 
which rates are available next shorter
than
 
the
 
length
 
of
 
the
 
relevant
 
Interest
 
Period
 
and
 
the
 
other
 
of
 
which
 
shall
 
be
determined as
 
if the
 
Designated Maturity
 
were the
 
period of
 
time for
 
which rates
 
are
available next longer than the length of
 
the relevant Interest Period provided however
that if
 
there is
 
no rate
 
available for
 
a period
 
of time
 
next shorter
 
or,
 
as the
 
case may
be,
 
next
 
longer,
 
then
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
shall
determine
 
such
 
rate
 
at
 
such
 
time
 
and
 
by
 
reference
 
to
 
such
 
sources
 
as
 
an
independent
 
adviser,
 
appointed
 
by
 
the
 
Issuer
 
and
 
acting
 
in
 
good
 
faith
 
and
 
in
 
a
commercially reasonable manner as an expert, determines appropriate.
Designated Maturity
means, in relation
 
to Screen Rate
 
Determination, the period
 
of
time designated in the Reference Rate.
(vi)
Notification of Rate
 
of Interest and
 
Interest Amounts
(A)
 
Except where “Screen
 
Rate Determination” is specified
 
in the applicable
 
Final
Terms
 
as
 
the
 
manner
 
in
 
which
 
the
 
Rate
 
of
 
Interest
 
is
 
to
 
be
 
determined and
“Overnight Rate”
 
is specified in
 
the applicable
 
Final Terms
 
to be
 
“Applicable”,
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
will
 
cause
 
the
 
Rate
 
of
Interest
 
and
 
each
 
Interest
 
Amount
 
for
 
each
 
Interest
 
Period
 
and
 
the
 
relevant
Interest Payment Date to
 
be notified to
 
the Issuer and any
 
stock exchange on
which the relevant Floating Rate Notes are for the time being listed
 
and notice
0010155-0003327 UKO2:
 
2004375908.9
65
thereof to
 
be published in
 
accordance with Condition
 
(
Notices
) as
 
soon as
possible after
 
their determination
 
but in
 
no event
 
later than
 
the fourth
 
London
Business Day thereafter.
 
Each Interest Amount and Interest
 
Payment Date so
notified
 
may
 
subsequently
 
be
 
amended
 
(or
 
appropriate
 
alternative
arrangements made by way
 
of adjustment) without
 
prior notice in the
 
event of
an extension or shortening of the Interest Period. Any such amendment will be
promptly notified to
 
each stock
 
exchange on which
 
the relevant
 
Floating Rate
Notes are
 
for the
 
time being
 
listed and
 
to the
 
Noteholders in
 
accordance with
Condition
 
(
Notices
).
 
For
 
the
 
purposes
 
of
 
this
 
paragraph,
 
the
 
expression
London Business
 
Day
means a day (other
 
than a Saturday or
 
a Sunday) on
which banks
 
and foreign
 
exchange markets
 
are open
 
for general
 
business in
London.
(B)
 
Where “Screen Rate
 
Determination” is specified
 
in the applicable
 
Final Terms
as
 
the
 
manner
 
in
 
which
 
the
 
Rate
 
of
 
Interest
 
is
 
to
 
be
 
determined
 
and
“Overnight Rate”
 
is specified
 
in the
 
applicable Final Terms
 
to be
 
“Applicable”,
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
will
 
cause
 
the
 
Rate
 
of
Interest
 
and
 
each
 
Interest
 
Amount
 
for
 
each
 
Interest
 
Period
 
and
 
the
 
relevant
Interest Payment Date to
 
be notified to
 
the Issuer and
 
any stock exchange on
which the relevant Floating Rate Notes are for the
 
time being listed and notice
thereof to
 
be published in
 
accordance with Condition
 
12 (
Notices
) as
 
soon as
possible
 
after
 
their
 
determination
 
but
 
in
 
no
 
event
 
later
 
than
 
(1)
 
where
 
the
applicable
 
Final
 
Terms
 
specifies
 
the
 
Reference Rate
 
as
 
“Compounded
 
Daily
SONIA”,
 
the
 
second
 
London
 
Banking
 
Day
 
thereafter
 
or
 
(2)
 
where
 
the
applicable
 
Final
 
Terms
 
specifies
 
the
 
Reference Rate
 
as
 
“Compounded
 
Daily
SOFR” or “Average SOFR”, the
 
second U.S. Government Securities Business
Day
 
thereafter.
 
Each Rate
 
of Interest,
 
Interest
 
Amount and
 
Interest
 
Payment
Date
 
so
 
notified
 
may
 
subsequently
 
be
 
amended
 
(or
 
appropriate
 
alternative
arrangements made by way
 
of adjustment) without
 
prior notice in the
 
event of
an
 
extension
 
or
 
shortening
 
of
 
the
 
relevant
 
Interest
 
Period.
 
Any
 
such
amendment or alternative arrangements will promptly be notified to each stock
exchange
 
on
 
which
 
the
 
relevant
 
Floating
 
Rate
 
Notes
 
are
 
for
 
the
 
time
 
being
listed and to the Noteholders in accordance with Condition 12 (
Notices
).
(vii)
Certificates to be Final
All
 
certificates,
 
communications,
 
opinions,
 
determinations,
 
calculations,
 
quotations
and decisions given,
 
expressed, made or
 
obtained for the
 
purposes of the
 
provisions
of this Condition
 
(
Interest on Floating Rate
 
Notes
) by the
 
Agent, an Independent
Adviser
 
(as
 
defined
 
below)
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
shall
 
(in
 
the
absence
 
of
 
wilful
 
default,
 
bad
 
faith
 
or
 
manifest
 
error)
 
be
 
binding
 
on
 
the
 
Issuer,
 
the
Issuer’s designee (as
 
defined below), the
 
Guarantor (in the
 
case of Notes
 
having the
benefit of
 
the Guarantee), the
 
Agent, the Calculation
 
Agent, the other
 
Paying Agents
and all Noteholders
 
and Couponholders and (in
 
the absence as
 
aforesaid) no liability
to
 
the Issuer,
 
the Issuer’s
 
designee, the
 
Guarantor (in
 
the
 
case of
 
Notes having
 
the
benefit of
 
the Guarantee),
 
the
 
Noteholders or
 
the
 
Couponholders shall
 
attach to
 
the
Agent, an Independent Adviser or
 
the Calculation Agent, as
 
applicable, in connection
with the
 
exercise or
 
non-exercise by
 
it of
 
its powers,
 
duties and
 
discretions pursuant
to such provisions.
(viii)
Benchmark Discontinuation
Notwithstanding
 
the
 
foregoing
 
provisions
 
of
 
this
 
Condition
 
3(b)
 
(
Interest
 
on
 
Floating
Rate Notes
), if:
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(1)
 
the
 
Reference
 
Rate
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
is
 
neither
Compounded Daily SOFR nor Average SOFR; and
(2)
 
the
 
Issuer
 
determines
 
that
 
a
 
Benchmark
 
Event
 
(as
 
defined
 
below)
 
has
occurred
 
in
 
relation
 
to
 
a
 
Reference
 
Rate
 
at
 
any
 
time
 
when
 
any
 
Rate
 
of
Interest
 
(or
 
the
 
relevant
 
component
 
thereof)
 
remains
 
to
 
be
 
determined
 
by
reference to such Reference Rate,
then the following
 
provisions shall apply:
(A)
 
the Issuer shall use reasonable endeavours to appoint, as soon as reasonably
practicable, an
 
Independent Adviser
 
(as defined
 
below) to
 
determine (without
any
 
requirement
 
for
 
any
 
consent
 
or
 
approval
 
of
 
the
 
Noteholders
 
or
 
the
Couponholders),
 
no
 
later
 
than
 
10
 
days
 
prior
 
to
 
the
 
relevant
 
Interest
Determination
 
Date
 
relating
 
to
 
the
 
next
 
succeeding
 
Interest
 
Period
 
(the
IA
Determination
 
Cut-off
 
Date
),
 
a
 
Successor
 
Rate
 
(as
 
defined
 
below)
 
or,
alternatively,
 
if there is no
 
Successor Rate, an Alternative
 
Reference Rate (as
defined below),
 
and in
 
either case
 
an Adjustment
 
Spread (as
 
defined below),
for
 
the
 
purposes
 
of
 
determining
 
the
 
Rate
 
of
 
Interest
 
(or
 
the
 
relevant
component part thereof) applicable to the Notes;
(B)
 
if
 
a
 
Successor
 
Rate
 
or,
 
failing
 
which,
 
an
 
Alternative
 
Reference
 
Rate
 
(as
applicable)
 
is
 
determined
 
in
 
accordance
 
with
 
paragraph
 
(A)
 
above,
 
such
Successor
 
Rate
 
or,
 
failing
 
which,
 
such
 
Alternative
 
Reference
 
Rate
 
(as
applicable) shall be the Reference
 
Rate for each of the
 
future Interest Periods
for
 
which
 
the
 
Rate
 
of
 
Interest
 
(or
 
the
 
relevant
 
component
 
thereof)
 
was
otherwise
 
to
 
be
 
determined
 
by
 
reference
 
to
 
the
 
relevant
 
Reference
 
Rate
(subject to the subsequent operation of, and to
 
adjustment as provided in, this
Condition 3(b)(viii) (
Benchmark Discontinuation
));
(C)
 
if the
 
Independent Adviser
 
determines a
 
Successor Rate
 
or,
 
failing which,
 
an
Alternative
 
Reference
 
Rate
 
(as
 
applicable)
 
in
 
accordance
 
with
 
the
 
above
provisions,
 
the
 
Independent
 
Adviser,
 
following
 
consultation
 
with
 
the
 
Issuer,
may also specify
 
changes to these
 
Conditions, including but
 
not limited to
 
the
Day
 
Count
 
Fraction,
 
Relevant
 
Screen
 
Page,
 
Specified
 
Time,
 
Business
 
Day
Convention,
 
Business
 
Day,
 
Interest
 
Determination
 
Date,
 
Reference
 
Banks,
Additional Business Centre
 
and/or the definition
 
of Reference Rate
 
applicable
to the
 
Notes, and/or the
 
method for
 
determining the fallback
 
to the
 
Reference
Rate in relation to the Notes,
 
in each case in order to follow
 
market practice in
relation
 
to
 
the
 
Successor
 
Rate
 
or
 
the
 
Alternative
 
Reference
 
Rate
 
(as
applicable).
 
If
 
a
 
Successor
 
Rate
 
or
 
Alternative
 
Rate
 
is
 
determined
 
in
accordance
 
with
 
the
 
foregoing
 
provisions,
 
the
 
Independent
 
Adviser
 
(in
consultation
 
with
 
the
 
Issuer)
 
will
 
determine
 
the
 
Adjustment
 
Spread
 
to
 
be
applied to
 
such Successor
 
Rate or
 
Alternative Rate
 
(as the
 
case may
 
be) for
each
 
subsequent
 
determination
 
of
 
a
 
relevant
 
Rate
 
of
 
Interest
 
(or
 
a
 
relevant
component
 
part
 
thereof)
 
by
 
reference
 
to
 
such
 
Successor
 
Rate
 
or
 
Alternative
Rate (as
 
applicable). For
 
the avoidance
 
of doubt,
 
the Issuer
 
shall be
 
obliged,
and the
 
Issuer shall
 
direct the
 
Agent (if
 
applicable) who
 
(upon such
 
direction)
shall
 
be
 
obliged,
 
in
 
each
 
case
 
without
 
the
 
requirement
 
for
 
any
 
consent
 
or
approval
 
of
 
the
 
Noteholders
 
or
 
the
 
Couponholders,
 
to
 
use
 
its
 
reasonable
endeavours to
 
effect
 
such amendments
 
to
 
the Agency
 
Agreement and
 
these
Conditions,
 
as
 
applicable,
 
as
 
may
 
be
 
specified
 
by
 
the
 
Independent
 
Adviser
following
 
consultation
 
with
 
the
 
Issuer
 
in
 
order
 
to
 
give
 
effect
 
to
 
this
 
Condition
3(b)(viii)(C)
 
(such
 
amendments,
 
the
Benchmark
 
Amendments
).
 
For
 
the
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avoidance of doubt, no Noteholder or Couponholder consent shall be
 
required
in
 
connection
 
with
 
effecting
 
the
 
Benchmark
 
Amendments
 
or
 
such
 
other
changes, including for
 
the execution of
 
any documents, amendments
 
or other
steps by
 
the Issuer,
 
the Guarantor
 
(in the
 
case of
 
Notes having
 
the benefit
 
of
the
 
Guarantee)
 
or
 
the
 
Agent
 
(if
 
required).
 
Notwithstanding
 
the
 
foregoing
provisions
 
of
 
this
 
Condition,
 
the
 
Agent
 
shall
 
not
 
be
 
required
 
to
 
agree
 
to
 
the
amendments
 
and
 
changes
 
referred
 
to
 
above
 
that
 
in
 
the
 
Agent’s
 
opinion,
acting reasonably and in good faith, imposes more onerous obligations upon it
or
 
exposes
 
it
 
to
 
additional
 
duties,
 
responsibilities
 
or
 
liability,
 
or
 
reduces
 
or
amends
 
the
 
protective
 
provisions
 
afforded
 
to
 
the
 
Agent
 
in
 
the
 
Agency
Agreement.
(D)
 
the
 
Issuer
 
shall
 
promptly,
 
following
 
the
 
determination of
 
any
 
Successor Rate
or
 
Alternative
 
Reference
 
Rate
 
(as
 
applicable),
 
the
 
applicable
 
Adjustment
Spread
 
and
 
the
 
specific
 
terms
 
of
 
any
 
Benchmark
 
Amendments
 
give
 
notice
thereof
 
to
 
the
 
Agent
 
and,
 
in
 
accordance
 
with
 
Condition
 
12
 
(
Notices
),
 
the
Noteholders and the Couponholders (which notice shall be irrevocable);
(E)
 
if
 
a
 
Successor
 
Rate
 
or
 
an
 
Alternative
 
Reference
 
Rate
 
or,
 
in
 
either
 
case,
 
the
applicable Adjustment
 
Spread, is
 
not
 
determined by
 
an
 
Independent
 
Adviser
in accordance with the above
 
provisions prior to the relevant
 
IA Determination
Cut-off
 
Date,
 
then
 
the
 
Rate
 
of
 
Interest
 
for
 
the
 
next
 
Interest
 
Period
 
shall
 
be
determined
 
by
 
reference
 
to
 
the
 
original
 
Reference
 
Rate
 
and
 
the
 
fallback
provisions
 
set
 
out
 
in
 
Condition
(B),
 
(C)
 
or
 
(D),
 
as
 
applicable;
 
for
 
the
avoidance
 
of
 
doubt,
 
in
 
such
 
circumstances
 
the
 
Rate
 
of
 
Interest
 
for
 
any
subsequent Interest
 
Periods shall
 
be
 
subject to
 
the
 
subsequent operation
 
of,
and
 
to
 
adjustment
 
as
 
provided
 
in,
 
this
 
Condition
 
3(b)(viii)
 
(
Benchmark
Discontinuation
); and
(F)
 
an
 
Independent
 
Adviser
 
appointed
 
pursuant
 
to
 
this
 
Condition
 
3(b)(viii)
(
Benchmark
 
Discontinuation
)
 
shall
 
act
 
in
 
good
 
faith
 
and
 
in
 
a
 
commercially
reasonable
 
manner
 
and
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
this
 
Condition
3(b)(viii)
 
(
Benchmark
 
Discontinuation
)
 
in
 
respect
 
of
 
any
 
determination
 
made
by it pursuant to this Condition 3(b)(viii) (
Benchmark Discontinuation
).
The
 
occurrence
 
of
 
a
 
Benchmark
 
Event
 
shall
 
be
 
determined
 
by
 
the
 
Issuer
 
and
promptly
 
notified
 
by
 
the
 
Issuer
 
to
 
the
 
Agent,
 
the
 
Calculation
 
Agent
 
and
 
the
 
Paying
Agents. For
 
the avoidance
 
of doubt,
 
none of
 
the Agent,
 
the Calculation
 
Agent or
 
the
Paying Agents shall have any responsibility for making such determination.
For the purposes
 
of this Condition 3(b)(viii)
 
(
Benchmark Discontinuation
):
Adjustment
 
Spread
means
 
the
 
spread
 
(which
 
may
 
be
 
positive,
 
negative
 
or
 
zero),
quantum or
 
formula or
 
methodology for
 
calculating a
 
spread, which
 
the Independent
Adviser
 
(in
 
consultation
 
with
 
the
 
Issuer)
 
determines
 
is
 
required
 
to
 
be
 
applied
 
to
 
the
Successor Rate
 
or the
 
Alternative Reference
 
Rate (as
 
applicable) and
 
is the
 
spread,
quantum, formula or methodology which:
(1)
 
in
 
the
 
case
 
of
 
a
 
Successor
 
Rate,
 
is
 
formally
 
recommended
 
in
 
relation
 
to
 
the
replacement
 
of
 
the
 
Reference
 
Rate
 
with
 
the
 
Successor
 
Rate
 
by
 
any
 
Relevant
Nominating Body (as defined below); or
(2)
 
in the
 
case of
 
a Successor
 
Rate for
 
which no
 
such recommendation
 
as referred
to in (1) above has been made, or in the case of an Alternative Reference
 
Rate,
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the
 
Independent
 
Adviser
 
(in
 
consultation
 
with
 
the
 
Issuer)
 
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 the
 
Successor Rate or the Alternative Reference
Rate (as applicable); or
(3)
 
if the
 
Independent Adviser determines
 
that neither
 
(1) nor
 
(2) above
 
applies, the
Independent Adviser (in
 
consultation with the
 
Issuer) in
 
its discretion determines
(acting
 
in
 
good
 
faith
 
and
 
in
 
a
 
commercially
 
reasonable
 
manner)
 
to
 
be
appropriate;
Alternative
 
Reference
 
Rate
means
 
the
 
rate
 
that
 
the
 
Independent
 
Adviser
 
(in
consultation
 
with
 
the
 
Issuer)
 
determines
 
(acting
 
in
 
good
 
faith
 
and
 
in
 
a
 
commercially
reasonable manner)
 
has replaced
 
the relevant
 
Reference Rate
 
in customary
 
market
usage
 
in
 
the
 
international
 
debt
 
capital
 
markets
 
for
 
the
 
purposes
 
of
 
determining
floating
 
rates
 
of
 
interest
 
(or
 
the
 
relevant
 
component
 
thereof)
 
in
 
respect
 
of
 
bonds
denominated
 
in the
 
Specified Currency
 
and with
 
an
 
interest period
 
of
 
a comparable
duration to the relevant Interest Period, or,
 
if the Independent Adviser (in consultation
with
 
the
 
Issuer)
 
determines
 
that
 
there
 
is
 
no
 
such
 
rate,
 
such
 
other
 
rate
 
as
 
the
Independent Adviser (in consultation
 
with the Issuer) determines
 
in its sole discretion
is most comparable to the relevant Reference Rate;
Benchmark Event
means, with respect
 
to a Reference
 
Rate:
(1)
 
the
 
Reference
 
Rate
 
(A)
 
ceasing
 
to
 
be
 
published
 
for
 
a
 
period
 
of
 
at
 
least
 
five
consecutive Business Days or (B) ceasing to exist or be administered;
 
or
(2)
 
the
 
later
 
of
 
(A)
 
the
 
making
 
of
 
a
 
public
 
statement
 
by
 
the
 
administrator
 
of
 
such
Reference Rate
 
that it
 
will, on
 
or before
 
a specified
 
date, cease
 
publishing such
Reference
 
Rate
 
permanently
 
or
 
indefinitely
 
(in
 
circumstances
 
where
 
no
successor administrator has been appointed that will continue publication of such
Reference
 
Rate)
 
and
 
(B)
 
the
 
date
 
falling
 
six
 
months
 
prior
 
to
 
the
 
specified
 
date
referred to in (2)(A); or
(3)
 
the
 
making
 
of
 
a public
 
statement by
 
the
 
supervisor of
 
the
 
administrator of
 
such
Reference Rate
 
that such
 
Reference Rate
 
has been
 
permanently or
 
indefinitely
discontinued; or
(4)
 
the
 
later
 
of
 
(A)
 
the
 
making
 
of
 
a
 
public
 
statement
 
by
 
the
 
supervisor
 
of
 
the
administrator of such Reference Rate that such Reference Rate will, on or before
a
 
specified
 
date,
 
be
 
permanently
 
or
 
indefinitely
 
discontinued
 
and
 
(B)
 
the
 
date
falling six months prior to the specified date referred to in (4)(A); or
(5)
 
the
 
later
 
of
 
(A)
 
the
 
making
 
of
 
a
 
public
 
statement
 
by
 
the
 
supervisor
 
of
 
the
administrator
 
of
 
such
 
Reference
 
Rate
 
that
 
means
 
such
 
Reference
 
Rate
 
will
 
be
prohibited from being used or that its use will be subject to restrictions or adverse
consequences,
 
in
 
each
 
case
 
on
 
or
 
before
 
a
 
specified
 
date
 
and
 
(B)
 
the
 
date
falling six months prior to the specified date referred to in (5)(A); or
(6)
 
a public statement by the supervisor of
 
the administrator of such Reference Rate
that,
 
in
 
the
 
view
 
of
 
such
 
supervisor,
 
such
 
Reference
 
Rate
 
is
 
no
 
longer
representative of its underlying market; or
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(7)
 
the later
 
of (A)
 
a public
 
statement by
 
the supervisor
 
of the
 
administrator of
 
such
Reference Rate that, in the view of such supervisor, such Reference Rate will, as
of a
 
specified date,
 
no longer
 
be representative
 
of its
 
underlying market
 
and (B)
the date falling six months prior to the specified date referred
 
to in (7)(A); or
(8)
 
it
 
has,
 
or
 
will
 
prior
 
to
 
the
 
next
 
Interest
 
Determination Date
 
become
 
unlawful for
the
 
Issuer,
 
the
 
Agent,
 
the
 
Calculation
 
Agent,
 
any
 
other
 
party
 
specified
 
in
 
the
applicable Final
 
Terms
 
as
 
being
 
responsible for
 
calculating the
 
Rate of
 
Interest
or
 
any
 
Paying
 
Agent
 
to
 
calculate
 
any
 
payments
 
due
 
to
 
be
 
made
 
to
 
any
Noteholder or Couponholder using such Reference Rate;
Independent
 
Adviser
means
 
an
 
independent
 
financial
 
institution
 
of
 
international
repute
 
or
 
other
 
independent
 
financial
 
adviser
 
experienced
 
in
 
the
 
international
 
debt
capital markets,
 
in each
 
case appointed
 
by the
 
Issuer at
 
its own
 
expense. For
 
the
avoidance
 
of
 
doubt,
 
neither
 
the
 
Agent
 
nor
 
the
 
Calculation
 
Agent
 
shall
 
act
 
as
 
the
Independent Adviser unless it accepts such appointment
 
in writing;
Relevant Nominating Body
means, in respect
 
of a Reference Rate:
(1)
 
the
 
central
 
bank
 
for
 
the
 
currency
 
to
 
which
 
the
 
Reference
 
Rate
 
relates,
 
or
 
any
central
 
bank
 
or
 
other
 
supervisory
 
authority
 
which
 
is
 
responsible
 
for
 
supervising
the administrator of the Reference Rate; or
(2)
 
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
 
the
Reference Rate relates, (b) any central bank or other supervisory authority which
is
 
responsible
 
for
 
supervising
 
the
 
administrator
 
of
 
the
 
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
Successor
 
Rate
means the
 
rate
 
that
 
the
 
Independent Adviser
 
(in
 
consultation
 
with
the
 
Issuer)
 
determines
 
(acting
 
in
 
good
 
faith
 
and
 
in
 
a
 
commercially
 
reasonable
manner)
 
is
 
a
 
successor
 
to
 
or
 
replacement
 
of
 
the
 
Reference
 
Rate
 
which
 
is
 
formally
recommended by any Relevant Nominating Body.
(ix)
Benchmark Discontinuation –
 
SOFR
Notwithstanding the
 
foregoing
 
provisions
 
of
 
this Condition
 
3(b)
 
(
Interest on
 
Floating
Rate Notes
), if:
(1)
 
the
 
Reference
 
Rate
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
is
 
either
Compounded Daily SOFR or Average SOFR; and
(2)
 
any
 
Rate
 
of
 
Interest
 
(or
 
any
 
component
 
part
 
thereof)
 
remains
 
to
 
be
determined by reference to the Benchmark,
then the following
 
provisions shall apply:
(A)
Benchmark Replacement
If
 
the Issuer
 
or
 
its
 
designee determines
 
prior to
 
the
 
Reference Time
 
on the
 
relevant
Interest
 
Determination
 
Date
 
that
 
a
 
Benchmark
 
Transition
 
Event
 
and
 
its
 
related
Benchmark
 
Replacement
 
Date
 
have
 
occurred
 
with
 
respect
 
to
 
the
 
then-current
Benchmark, the Benchmark Replacement
 
will replace the
 
then-current Benchmark for
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all purposes relating to the Notes in respect of all determinations on such date and all
determinations on all subsequent dates (subject to any
 
subsequent application of this
Condition
 
with respect to such Benchmark Replacement).
In
 
the
 
event
 
that
 
the
 
Issuer
 
or
 
its
 
designee
 
is
 
unable
 
to,
 
or
 
does
 
not,
 
determine
 
a
Benchmark
 
Replacement,
 
or
 
a
 
Benchmark
 
Replacement
 
is
 
not
 
implemented
 
in
accordance with this Condition
, prior to 5:00 p.m. (New York
 
City time) on the
relevant
 
Interest
 
Determination
 
Date,
 
the
 
Rate
 
of
 
Interest
 
for
 
the
 
relevant
 
Interest
Period shall be:
(1)
 
that determined
 
as at
 
the last
 
preceding Interest
 
Determination Date
 
(though
substituting,
 
where
 
a
 
different
 
Margin,
 
Maximum
 
Rate
 
of
 
Interest
 
and/or
Minimum Rate
 
of Interest
 
is to
 
be applied to
 
the relevant Interest
 
Period from
that which applied to the
 
last preceding Interest Period, the Margin,
 
Maximum
Rate
 
of
 
Interest
 
and/or
 
Minimum
 
Rate
 
of
 
Interest
 
(as
 
the
 
case
 
may
 
be)
relating to the
 
relevant Interest Period, in
 
place of the
 
Margin, Maximum Rate
of Interest and/or Minimum Rate of
 
Interest (as applicable) relating to that
 
last
preceding Interest Period); or
(2)
 
if
 
there
 
is
 
no
 
such
 
preceding
 
Interest
 
Determination
 
Date,
 
the
 
initial
 
Rate
 
of
Interest which would have been applicable to such Series of Notes for the first
scheduled
 
Interest
 
Period
 
had
 
the
 
Notes
 
been
 
in
 
issue
 
for
 
a
 
period
 
equal
 
in
duration
 
to
 
the
 
first
 
scheduled Interest
 
Period
 
but
 
ending
 
on
 
(and
 
excluding)
the Interest Commencement Date (and applying the Margin and,
 
if applicable,
any Maximum Rate
 
of Interest and/or
 
Minimum Rate of
 
Interest, applicable to
the first scheduled Interest Period).
(B)
Benchmark Replacement
 
Conforming Changes
In connection with the implementation of a Benchmark Replacement, the Issuer or its
designee will
 
have the
 
right to
 
make Benchmark
 
Replacement Conforming
 
Changes
from time to time.
The Issuer
 
shall be
 
obliged, and
 
the Issuer
 
shall direct
 
the Agent
 
(if applicable)
 
who
(upon such
 
direction) shall
 
be obliged,
 
in each
 
case without
 
the requirement
 
for any
consent or
 
approval of
 
the Noteholders
 
or the
 
Couponholders, to
 
use its
 
reasonable
endeavours
 
to
 
effect
 
any
 
Benchmark Replacement
 
Conforming Changes
 
(including,
inter alia
, by the
 
execution of a supplemental
 
Agency Agreement). For the avoidance
of doubt, no Noteholder or Couponholder consent shall be required in connection with
effecting the
 
Benchmark Replacement
 
Conforming Changes
 
or such
 
other changes,
including
 
for
 
the
 
execution
 
of
 
any
 
documents,
 
amendments
 
or
 
other
 
steps
 
by
 
the
Issuer,
 
the
 
Guarantor
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
 
Guarantee)
 
or
the Agent (if required).
Notwithstanding
 
the
 
foregoing
 
provisions
 
of
 
this
 
Condition,
 
the
 
Agent
 
shall
 
not
 
be
required
 
to
 
agree
 
to
 
the
 
amendments
 
and
 
changes
 
referred
 
to
 
above
 
that
 
in
 
the
Agent’s
 
opinion,
 
acting
 
reasonably
 
and
 
in
 
good
 
faith,
 
imposes
 
more
 
onerous
obligations
 
upon
 
it
 
or
 
exposes
 
it
 
to
 
additional
 
duties,
 
responsibilities
 
or
 
liability,
 
or
reduces
 
or
 
amends
 
the
 
protective
 
provisions
 
afforded
 
to
 
the
 
Agent
 
in
 
the
 
Agency
Agreement.
(C)
Decisions and Determinations
0010155-0003327 UKO2:
 
2004375908.9
71
Any
 
determination,
 
decision
 
or
 
election
 
that
 
may
 
be
 
made
 
by
 
the
 
Issuer
 
or
 
its
designee
 
pursuant
 
to
 
this
 
Condition
,
 
including
 
(without
 
limitation)
 
any
determination with respect to
 
a tenor,
 
rate or adjustment or
 
of the occurrence or
 
non-
occurrence of an event, circumstance or date and any
 
decision to take or refrain from
taking
 
any
 
action
 
or
 
any
 
selection,
 
will
 
be
 
conclusive
 
and
 
binding
 
absent
 
manifest
error,
 
may
 
be
 
made
 
in
 
the
 
Issuer's
 
or
 
its
 
designee's
 
sole
 
discretion
 
(as
 
applicable),
and,
 
notwithstanding
 
anything
 
to
 
the
 
contrary
 
in
 
these
 
Conditions,
 
shall
 
become
effective
 
without
 
any
 
requirement
 
for
 
the
 
consent
 
or
 
approval
 
of
 
Noteholders,
Couponholders
 
or
 
any
 
other
 
party.
 
Neither
 
the
 
Agent
 
nor
 
the
 
Calculation
 
Agent
 
(if
applicable) shall have any responsibility to make any such
 
determinations or exercise
discretion with respect to the foregoing.
In connection with any Benchmark Replacement Conforming Changes in
 
accordance
with this Condition
, if and for so long as the Notes are
 
admitted to trading and
listed on the
 
official list of
 
a stock exchange,
 
the Issuer shall
 
comply with the
 
rules of
that stock exchange.
The
 
Agent
 
and the
 
Calculation Agent
 
(if
 
applicable) shall
 
be
 
entitled to
 
conclusively
rely on
 
any determination
 
made by
 
the Issuer
 
or its
 
designee and,
 
in the
 
absence of
fraud,
 
negligence
 
or
 
wilful
 
default,
 
will
 
have
 
no
 
liability
 
for
 
actions
 
taken
 
at
 
the
direction of the Issuer or its designee.
(D)
Notice and Certification
Any Benchmark Replacement
 
Conforming Changes determined under
 
this Condition
 
shall be notified promptly
 
by the Issuer
 
to the Agent,
 
the Calculation Agent (if
applicable)
 
and,
 
in
 
accordance
 
with
 
Condition
 
12
 
(
Notices
),
 
the
 
Noteholders.
 
Such
notice
 
shall
 
be
 
irrevocable
 
and
 
shall
 
specify
 
the
 
effective
 
date
 
of
 
such
 
Benchmark
Replacement Conforming Changes.
(E)
Definitions
In this Condition
Benchmark
means,
 
initially,
 
SOFR
 
(provided
 
that
 
if
 
a
 
Benchmark
 
Transition
 
Event
and
 
its
 
related
 
Benchmark
 
Replacement
 
Date
 
have
 
occurred
 
with
 
respect
 
to
 
SOFR
(or
 
the
 
published
 
daily
 
SOFR
 
used
 
in
 
the
 
calculation
 
thereof)
 
or
 
any
 
Benchmark
which
 
has
 
replaced
 
it
 
in
 
accordance
 
with
 
this
 
Condition
,
 
then
 
the
 
term
"
Benchmark
" means the applicable Benchmark Replacement);
Benchmark Replacement
means the first alternative set forth in the order below that
can be
 
determined by
 
the Issuer
 
or its
 
designee as
 
of the
 
Benchmark Replacement
Date:
(1)
 
the
 
sum
 
of:
 
(I)
 
the
 
alternate
 
rate
 
of
 
interest
 
that
 
has
 
been
 
selected
 
or
recommended
 
by
 
the
 
Relevant
 
Governmental
 
Body
 
as
 
the
 
replacement
 
for
the
 
then-current
 
Benchmark
 
and
 
(II)
 
the
 
Benchmark
 
Replacement
Adjustment;
(2)
 
the
 
sum of:
 
(I) the
 
ISDA Fallback
 
Rate and
 
(II) the
 
Benchmark Replacement
Adjustment; or
(3)
 
the
 
sum
 
of:
 
(I)
 
the
 
alternate
 
rate
 
of
 
interest
 
that
 
has
 
been
 
selected
 
by
 
the
Issuer
 
or
 
its
 
designee
 
as
 
the
 
replacement
 
for
 
the
 
then-current
 
Benchmark
0010155-0003327 UKO2:
 
2004375908.9
72
giving
 
due
 
consideration
 
to
 
any
 
industry-accepted
 
rate
 
of
 
interest
 
as
 
a
replacement
 
for
 
the
 
then-current
 
Benchmark
 
for
 
U.S.
 
dollar
 
denominated
floating
 
rate
 
notes
 
at
 
such
 
time
 
and
 
(II)
 
the
 
Benchmark
 
Replacement
Adjustment;
Benchmark
 
Replacement
 
Adjustment
means
 
the
 
first
 
alternative
 
set
 
forth
 
in
 
the
order
 
below
 
that
 
can
 
be
 
determined
 
by
 
the
 
Issuer
 
or
 
its
 
designee
 
as
 
of
 
the
Benchmark Replacement Date:
(1)
 
the spread
 
adjustment, or
 
method for
 
calculating or
 
determining such
 
spread
adjustment, (which may be a positive or negative value or zero) that
 
has been
selected
 
or
 
recommended
 
by
 
the
 
Relevant
 
Governmental
 
Body
 
for
 
the
applicable Unadjusted Benchmark Replacement;
(2)
 
if
 
the
 
applicable
 
Unadjusted
 
Benchmark
 
Replacement
 
is
 
equivalent
 
to
 
the
ISDA Fallback Rate, then the ISDA Fallback Adjustment; or
(3)
 
the
 
spread
 
adjustment
 
(which
 
may
 
be
 
a
 
positive
 
or
 
negative
 
value
 
or
 
zero)
that has
 
been selected by
 
the Issuer
 
or its
 
designee giving due
 
consideration
to
 
any
 
industry-accepted
 
spread
 
adjustment,
 
or
 
method
 
for
 
calculating
 
or
determining such
 
spread adjustment,
 
for the
 
replacement of
 
the then-current
Benchmark with
 
the applicable Unadjusted
 
Benchmark Replacement for
 
U.S.
dollar denominated floating rate notes at such time;
Benchmark
 
Replacement
 
Conforming
 
Changes
means,
 
with
 
respect
 
to
 
any
Benchmark
 
Replacement,
 
any
 
technical,
 
administrative
 
or
 
operational
 
changes
(including
 
changes
 
to
 
the
 
definition
 
of
 
Interest
 
Period,
 
timing
 
and
 
frequency
 
of
determining rates and making
 
payments of interest, rounding
 
amounts or tenors, and
other
 
administrative
 
matters)
 
that
 
the
 
Issuer
 
or
 
its
 
designee
 
decides
 
may
 
be
appropriate
 
to
 
reflect
 
the
 
adoption
 
of
 
such
 
Benchmark
 
Replacement
 
in
 
a
 
manner
substantially consistent with
 
market practice
 
(or,
 
if the
 
Issuer or
 
its designee
 
decides
that adoption of any
 
portion of such market practice
 
is not administratively feasible
 
or
if
 
the
 
Issuer
 
or
 
its
 
designee
 
determines
 
that
 
no
 
market
 
practice
 
for
 
use
 
of
 
the
Benchmark Replacement
 
exists, in
 
such other
 
manner as
 
the Issuer
 
or its
 
designee
determines is reasonably necessary);
Benchmark
 
Replacement
 
Date
means the
 
earliest to
 
occur of
 
the following
 
events
with respect to
 
the then-current Benchmark
 
(including the daily
 
published component
used in the calculation thereof):
(1)
 
in the
 
case of
 
paragraph (1)
 
or (2)
 
of the
 
definition of
 
"Benchmark Transition
Event",
 
the
 
later
 
of
 
(1)
 
the
 
date
 
of
 
the
 
public
 
statement
 
or
 
publication
 
of
information referenced
 
therein and
 
(2) the
 
date on
 
which the
 
administrator of
the Benchmark
 
permanently or
 
indefinitely ceases
 
to provide
 
the Benchmark
(or such component); or
(2)
 
in the case of paragraph (3) of
 
the definition of "Benchmark Transition Event",
the
 
date
 
of
 
the
 
public
 
statement
 
or
 
publication
 
of
 
information
 
referenced
therein.
For
 
the
 
avoidance of
 
doubt,
 
if
 
the
 
event
 
giving rise
 
to
 
the
 
Benchmark
 
Replacement
Date occurs on the same day as, but earlier than, the Reference Time on the relevant
Interest
 
Determination
 
Date,
 
the
 
Benchmark
 
Replacement
 
Date
 
will
 
be
 
deemed
 
to
have occurred prior to the Reference Time for such determination;
0010155-0003327 UKO2:
 
2004375908.9
73
Benchmark Transition
 
Event
means the occurrence of one or
 
more of the following
events
 
with
 
respect
 
to
 
the
 
then-current
 
Benchmark
 
(including
 
the
 
daily
 
published
component used in the calculation thereof):
(1)
 
a
 
public
 
statement
 
or
 
publication
 
of
 
information
 
by
 
or
 
on
 
behalf
 
of
 
the
administrator
 
of
 
the
 
Benchmark
 
(or
 
such
 
component)
 
announcing
 
that
 
such
administrator
 
has
 
ceased
 
or
 
will
 
cease
 
to
 
provide
 
the
 
Benchmark
 
(or
 
such
component),
 
permanently
 
or
 
indefinitely,
 
provided
 
that,
 
at
 
the
 
time
 
of
 
such
statement or publication, there is no successor administrator that
 
will continue
to provide the Benchmark (or such component);
(2)
 
a
 
public
 
statement
 
or
 
publication
 
of
 
information
 
by
 
the
 
regulatory
 
supervisor
for the administrator of
 
the Benchmark (or such
 
component), the central bank
for the currency of the
 
Benchmark (or such component), an insolvency official
with
 
jurisdiction
 
over
 
the
 
administrator
 
for
 
the
 
Benchmark
 
(or
 
such
component),
 
a
 
resolution
 
authority
 
with
 
jurisdiction
 
over
 
the
 
administrator for
the
 
Benchmark
 
(or
 
such
 
component)
 
or
 
a
 
court
 
or
 
an
 
entity
 
with
 
similar
insolvency or resolution authority over the administrator for the Benchmark (or
such
 
component),
 
which
 
states
 
that
 
the
 
administrator
 
of
 
the
 
Benchmark
 
(or
such component) has ceased or will cease to provide the Benchmark (or such
component)
 
permanently
 
or
 
indefinitely,
 
provided
 
that,
 
at
 
the
 
time
 
of
 
such
statement or publication, there is no successor administrator that will continue
to provide the Benchmark (or such component); or
(3)
 
a
 
public
 
statement
 
or
 
publication
 
of
 
information
 
by
 
the
 
regulatory
 
supervisor
for the
 
administrator of
 
the Benchmark
 
announcing that
 
the Benchmark
 
is no
longer representative;
designee
means an affiliate or any
 
other agent of the
 
Issuer;
ISDA
 
Definitions
means
 
the
 
2006
 
ISDA
 
Definitions
 
published
 
by
 
ISDA
 
or
 
any
successor thereto, as amended or
 
supplemented from time to time,
 
or any successor
definitional booklet for interest rate derivatives published
 
from time to time;
ISDA
 
Fallback Adjustment
means the
 
spread adjustment (which
 
may be
 
a positive
or
 
negative
 
value
 
or
 
zero)
 
that
 
would
 
apply
 
for
 
derivatives
 
transactions
 
referencing
the
 
ISDA
 
Definitions
 
to
 
be
 
determined
 
upon
 
the
 
occurrence
 
of
 
an
 
index
 
cessation
event with respect to the Benchmark;
ISDA
 
Fallback
 
Rate
means
 
the
 
rate
 
that
 
would
 
apply
 
for
 
derivatives
 
transactions
referencing
 
the
 
ISDA
 
Definitions
 
to
 
be
 
effective
 
upon
 
the
 
occurrence
 
of
 
an
 
index
cessation date
 
with respect
 
to
 
the Benchmark
 
for the
 
applicable tenor
 
excluding the
applicable ISDA Fallback Adjustment;
Reference Time
with respect to any determination of the Benchmark means (1) if the
Benchmark
 
is
 
SOFR,
 
3:00
 
p.m.
 
(New
 
York
 
City
 
time)
 
or
 
such
 
other
 
time
 
as
 
is
reasonably
 
agreed
 
between
 
the
 
Issuer
 
or
 
its
 
designee
 
and
 
the
 
Agent
 
or
 
the
Calculation
 
Agent,
 
as
 
applicable
 
and
 
(2)
 
if
 
the
 
Benchmark
 
is
 
not
 
SOFR,
 
the
 
time
determined
 
by
 
the
 
Issuer
 
or
 
its
 
designee
 
in
 
accordance
 
with
 
the
 
Benchmark
Replacement Conforming Changes;
Relevant
 
Governmental
 
Body
means
 
the
 
Federal
 
Reserve
 
Board
 
and/or
 
the
Federal Reserve Bank of New York, or a committee officially endorsed or convened
0010155-0003327 UKO2:
 
2004375908.9
74
by the
 
Federal Reserve Board
 
and/or the Federal
 
Reserve Bank of
 
New York
 
or any
successor thereto;
SOFR
with
 
respect
 
to
 
any
 
day
 
means
 
the
 
Secured
 
Overnight
 
Financing
 
Rate
published
 
for
 
such
 
day
 
by
 
the
 
SOFR
 
Administrator
 
on
 
the
 
SOFR
 
Administrator's
Website;
SOFR Administrator
means the Federal Reserve Bank of New York
 
(or a successor
administrator of SOFR);
SOFR Administrator's
 
Website
means the website
 
of the Federal
 
Reserve Bank of
New York, or any successor source; and
Unadjusted
 
Benchmark
 
Replacement
means
 
the
 
Benchmark
 
Replacement
excluding the Benchmark Replacement Adjustment.
(c)
 
Accrual of Interest
Each
 
Note
 
(or
 
in
 
the
 
case
 
of
 
the
 
redemption
 
of
 
part
 
only
 
of
 
a
 
Note,
 
that
 
part
 
only
 
of
 
such
Note) will
 
cease to
 
bear interest
 
(if any)
 
from the
 
date for
 
its redemption
 
unless payment
 
of
principal is improperly withheld or refused. In such event, interest will continue to accrue until
whichever is the earlier of:
(i)
 
the date on which
 
all amounts due in
 
respect of such Note
 
have been paid; and
(ii)
 
five days after the
 
date on which the
 
full amount of the
 
moneys payable in respect
 
of
such Note has been received by the Agent and notice to that effect has been given to
the Noteholders in accordance with Condition
 
(
Notices
).
4.
 
Payments
(a)
 
Method of Payment
Subject as provided
 
below:
(i)
 
payments
 
in
 
a
 
Specified
 
Currency
 
other
 
than
 
euro
 
will
 
be
 
made
 
by
 
transfer
 
to
 
an
account
 
in
 
the
 
relevant
 
Specified
 
Currency
 
maintained
 
by
 
the
 
payee
 
with,
 
or
 
at
 
the
option of
 
the payee by
 
a cheque in
 
such Specified Currency
 
drawn on, a
 
bank in
 
the
principal
 
financial
 
centre
 
of
 
the
 
country
 
of
 
such
 
Specified
 
Currency
 
(which,
 
if
 
the
Specified Currency is New Zealand dollars, shall be Auckland);
 
and
(ii)
 
payments
 
in euro
 
will be
 
made by
 
credit
 
or transfer
 
to
 
a euro
 
account (or
 
any other
account
 
to
 
which
 
euro
 
may
 
be
 
credited
 
or
 
transferred)
 
specified
 
by
 
the
 
payee
 
or
 
at
the option of the payee, by a euro cheque.
Payments
 
will be
 
subject in
 
all
 
cases to
 
any fiscal
 
or
 
other laws
 
and regulations
 
applicable
thereto
 
in
 
the
 
place
 
of
 
payment,
 
but
 
without
 
prejudice
 
to
 
the
 
provisions
 
of
 
Condition
(
Taxation
).
(b)
 
Presentation of definitive
 
Notes and Coupons
Payments of principal in respect of
 
definitive Notes will (subject as provided below)
 
be made
in the
 
manner provided in
 
paragraph
 
only against
 
presentation and surrender
 
(or,
in the case of part payment of
 
any sum due, endorsement)
 
of definitive Notes, and payments
0010155-0003327 UKO2:
 
2004375908.9
75
of
 
interest
 
in
 
respect
 
of
 
definitive
 
Notes
 
will
 
(subject
 
as
 
provided
 
below)
 
be
 
made
 
as
aforesaid
 
only
 
against
 
presentation
 
and
 
surrender
 
(or,
 
in
 
the
 
case
 
of
 
part
 
payment
 
of
 
any
sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent
outside
 
the
 
United
 
States
 
(which
 
expression,
 
as
 
used
 
herein,
 
means
 
the
 
United
 
States
 
of
America (including the States and the District of Columbia and its possessions)).
Fixed
 
Rate
 
Notes
 
in
 
definitive
 
form
 
should
 
be
 
presented
 
for
 
payment
 
together
 
with
 
all
unmatured
 
Coupons
 
appertaining
 
thereto
 
(which
 
expression
 
shall
 
for
 
this
 
purpose
 
include
Coupons falling
 
to
 
be
 
issued on
 
exchange
 
of matured
 
Talons),
 
failing which
 
the
 
amount
 
of
any missing unmatured Coupon (or,
 
in the case of payment not
 
being made in full, the same
proportion
 
of
 
the
 
amount
 
of
 
such missing
 
unmatured
 
Coupon as
 
the
 
sum
 
so
 
paid
 
bears to
the sum
 
due) will
 
be deducted
 
from the
 
sum due
 
for payment.
 
Each amount
 
of principal
 
so
deducted
 
will
 
be
 
paid
 
in
 
the
 
manner
 
mentioned
 
above
 
against
 
surrender
 
of
 
the
 
relative
missing
 
Coupon
 
at
 
any
 
time
 
before
 
the
 
expiry
 
of
 
10
 
years
 
after
 
the
 
Relevant
 
Date
 
(as
defined in
 
Condition
 
(
Taxation
)) in
 
respect of
 
such principal
 
(whether or
 
not such
 
Coupon
would
 
otherwise
 
have
 
become
 
void
 
under
 
Condition 7
 
(
Prescription
))
 
or,
 
if
 
later,
 
five
 
years
from
 
the
 
date
 
on
 
which
 
such
 
Coupon
 
would
 
otherwise
 
have
 
become
 
due,
 
but
 
in
 
no
 
event
thereafter.
Upon any Fixed Rate Note in definitive form becoming due and repayable
 
prior to its Maturity
Date,
 
all
 
unmatured
 
Talons
 
(if
 
any)
 
appertaining
 
thereto
 
will
 
become
 
void
 
and
 
no
 
further
Coupons will be issued in respect thereof.
Upon
 
the
 
date
 
on
 
which
 
any
 
Floating
 
Rate
 
Note
 
in
 
definitive
 
form
 
becomes
 
due
 
and
repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached)
shall become
 
void
 
and no
 
payment or,
 
as the
 
case may
 
be, exchange
 
for further
 
Coupons
shall be made in respect thereof.
If the due date for redemption of any definitive Note is not an Interest Payment Date, interest
(if any) accrued in respect
 
of such Note from (and including) the
 
preceding Interest Payment
Date
 
or,
 
as
 
the
 
case
 
may
 
be,
 
the
 
Interest
 
Commencement
 
Date
 
shall
 
be
 
payable
 
only
against surrender of the relevant definitive Note.
(c)
 
Payments in respect
 
of global Notes
Payments
 
of
 
principal
 
and
 
interest
 
(if
 
any)
 
in
 
respect
 
of
 
Notes
 
represented
 
by
 
any
 
global
Note will
 
(subject as
 
provided below)
 
be made
 
in the
 
manner specified
 
above in
 
relation to
definitive
 
Notes
 
or
 
otherwise
 
in
 
the
 
manner
 
specified
 
in
 
the
 
relevant
 
global
 
Note,
 
where
applicable against presentation or surrender,
 
as the case may be,
 
of such global Note at
 
the
specified office of any Paying Agent outside the United States.
A
 
record
 
of
 
each
 
payment
 
made
 
against
 
presentation
 
or
 
surrender
 
of
 
such
 
global
 
Note,
distinguishing between
 
any payment
 
of principal
 
and any
 
payment of
 
interest, will
 
be made
on such global Note either by the Paying Agent to which it was presented or in the records of
Euroclear and Clearstream, Luxembourg, as applicable.
(d)
 
General provisions applicable
 
to payments
The holder
 
of a global
 
Note shall be
 
the only person
 
entitled to receive
 
payments in respect
of
 
Notes
 
represented
 
by
 
such
 
global
 
Note
 
and
 
the
 
Issuer
 
or,
 
as
 
the
 
case
 
may
 
be,
 
the
Guarantor
 
will
 
be
 
discharged
 
by
 
payment
 
to,
 
or
 
to
 
the
 
order
 
of,
 
the
 
holder
 
of
 
such
 
global
Note
 
in
 
respect
 
of
 
each
 
amount
 
so
 
paid.
 
Each
 
of
 
the
 
persons
 
shown
 
in
 
the
 
records
 
of
Euroclear
 
or
 
Clearstream,
 
Luxembourg
 
as
 
the
 
beneficial
 
holder
 
of
 
a
 
particular
 
nominal
amount
 
of
 
Notes
 
represented
 
by
 
such
 
global
 
Note
 
must
 
look
 
solely
 
to
 
Euroclear
 
or
0010155-0003327 UKO2:
 
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Clearstream, Luxembourg, as the case may
 
be, for their share of
 
each payment so made by
the
 
Issuer
 
or,
 
as the
 
case may
 
be,
 
the
 
Guarantor to,
 
or
 
to
 
the
 
order
 
of,
 
the
 
holder
 
of
 
such
global Note.
Notwithstanding the
 
foregoing provisions
 
of this
 
Condition, if
 
any amount
 
of principal
 
and/or
interest in respect of
 
Notes is payable in
 
U.S. dollars, such U.S.
 
dollar payments of principal
and/or
 
interest
 
in
 
respect
 
of
 
such
 
Notes
 
will
 
be
 
made
 
at
 
the
 
specified
 
office
 
of
 
a
 
Paying
Agent in the United States if:
(i)
 
the
 
Issuer
 
has
 
appointed
 
Paying
 
Agents
 
with
 
specified
 
offices
 
outside
 
the
 
United
States
 
with
 
the
 
reasonable
 
expectation
 
that
 
such
 
Paying
 
Agents
 
would
 
be
 
able
 
to
make payment in U.S. dollars at such
 
specified offices outside the United States of the
full amount
 
of principal
 
and interest
 
on the
 
Notes in the
 
manner provided above
 
when
due;
(ii)
 
payment
 
of
 
the
 
full
 
amount
 
of
 
such
 
principal
 
and
 
interest
 
at
 
all
 
such
 
specified
 
offices
outside
 
the
 
United
 
States
 
is
 
illegal
 
or
 
effectively
 
precluded
 
by
 
exchange
 
controls
 
or
other similar
 
restrictions on
 
the full
 
payment or
 
receipt of
 
principal and interest
 
in U.S.
dollars; and
(iii)
 
such
 
payment
 
is
 
then
 
permitted
 
under
 
United
 
States
 
law
 
without
 
involving,
 
in
 
the
opinion of the
 
Issuer and the
 
Guarantor (in the
 
case of Notes
 
having the benefit
 
of the
Guarantee), adverse tax consequences to the Issuer and the Guarantor (in the
 
case of
Notes having the benefit of the Guarantee).
(e)
 
Payment Day
If
 
the
 
date
 
for
 
payment of
 
any amount
 
in
 
respect of
 
any Note
 
or
 
Coupon is
 
not
 
a Payment
Day,
 
the holder thereof shall not be
 
entitled to payment until the next
 
following Payment Day
in the
 
relevant place
 
and shall
 
not be
 
entitled to
 
further interest
 
or other
 
payment in
 
respect
of
 
such
 
delay.
 
For
 
these
 
purposes,
Payment
 
Day
means
 
any
 
day
 
which
 
(subject
 
to
Condition 7 (
Prescription
)) is:
(i)
 
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:
(a)
 
in the case of Notes
 
in definitive form only, the relevant place
 
of presentation;
(b)
 
each Additional Financial Centre (other than TARGET2 System) specified in
the applicable Final Terms;
(ii)
 
if
 
TARGET2
 
System
 
is
 
specified
 
as
 
an
 
Additional
 
Financial
 
Centre
 
in
 
the
 
applicable
Final Terms,
 
a day on which the TARGET2 System is open; and
(iii)
 
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 New Zealand dollars
 
shall be Auckland) or
(2)
 
in
 
relation
 
to
 
any
 
sum
 
payable
 
in
 
euro,
 
a
 
day
 
on
 
which
 
the
 
TARGET2
 
System
 
is
open.
0010155-0003327 UKO2:
 
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(f)
 
Interpretation of Principal
 
and Interest
Any
 
reference
 
in
 
these
 
Terms
 
and
 
Conditions
 
to
 
principal
 
in
 
respect
 
of
 
the
 
Notes
 
shall
 
be
deemed to include, as applicable:
(i)
 
any
 
additional
 
amounts
 
which
 
may
 
be
 
payable
 
with
 
respect
 
to
 
principal
 
under
Condition 6 (
Taxation
);
(ii)
 
the Final Redemption Amount
 
of the Notes;
(iii)
 
the Early Redemption
 
Amount of the Notes;
(iv)
 
the Optional Redemption
 
Amount(s) (if any) of
 
the Notes;
(v)
 
the Make-Whole Redemption
 
Amount(s) (if any)
 
of the Notes;
(vi)
 
the Residual Call
 
Early Redemption Amount
 
(if any) of the Notes;
 
and
(vii)
 
any
 
premium
 
and
 
any
 
other
 
amounts
 
(other
 
than
 
interest)
 
which
 
may
 
be
 
payable
 
by
the Issuer under or in respect of the Notes.
Any
 
reference
 
in
 
these
 
Terms
 
and
 
Conditions
 
to
 
interest
 
in
 
respect
 
of
 
the
 
Notes
 
shall
 
be
deemed
 
to
 
include,
 
as
 
applicable,
 
any
 
additional
 
amounts
 
which
 
may
 
be
 
payable
 
with
respect to interest under Condition 6 (
Taxation
).
5.
 
Redemption and Purchase
(a)
 
At Maturity
Unless previously redeemed
 
or purchased and
 
cancelled as specified
 
below,
 
each Note will
be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the
manner
 
specified
 
in,
 
the
 
applicable
 
Final
 
Terms
 
in
 
the
 
relevant
 
Specified
 
Currency
 
on
 
the
Maturity Date.
(b)
 
Redemption for Tax Reasons
The Notes may be redeemed at
 
the option of the Issuer in
 
whole, but not in part,
 
at any time
(if this
 
Note is
 
not a
 
Floating Rate
 
Note) or
 
on any
 
Interest Payment
 
Date (if
 
this Note
 
is a
Floating
 
Rate
 
Note),
 
on
 
giving
 
not
 
less
 
than
 
30
 
nor
 
more
 
than
 
60
 
days'
 
notice
 
to
 
the
Noteholders (which notice shall be irrevocable), if:
(i)
 
on
 
the
 
occasion
 
of
 
the
 
next
 
payment
 
due
 
under
 
the
 
Notes,
 
the
 
Issuer
 
has
 
or
 
will
become
 
obliged
 
to
 
pay
 
additional
 
amounts
 
as
 
provided
 
or
 
referred
 
to
 
in
 
Condition
 
6
(
Taxation
) or (in
 
the case of
 
Notes having the
 
benefit of the
 
Guarantee) 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,
 
in
 
each
case
 
as
 
a
 
result
 
of
 
any
 
change
 
in,
 
or
 
amendment
 
to,
 
the
 
laws
 
or
 
regulations
 
of
 
the
Kingdom
 
of
 
Norway
 
or
 
any
 
political
 
subdivision
 
or
 
any
 
authority
 
thereof
 
or
 
therein
having power
 
to
 
tax, or
 
any change
 
in the
 
application or
 
official interpretation
 
of such
laws
 
or
 
regulations,
 
which
 
change
 
or
 
amendment
 
becomes
 
effective
 
on
 
or
 
after
 
the
Issue Date of the first Tranche of the Notes; and
0010155-0003327 UKO2:
 
2004375908.9
78
(ii)
 
such obligation cannot be avoided by the Issuer or,
 
as the case may be, the Guarantor
(in the case of Notes having the benefit of the Guarantee) taking reasonable measures
available to it,
provided
 
that
 
no
 
such
 
notice
 
of
 
redemption
 
shall
 
be
 
given
 
earlier
 
than
 
90
 
days
 
(or,
 
in
 
the
case
 
of
 
Floating
 
Rate
 
Notes,
 
a
 
number
 
of
 
days
 
which
 
is
 
equal
 
to
 
the
 
aggregate
 
of
 
the
number of
 
days falling within
 
the then
 
current interest period
 
applicable to the
 
Floating Rate
Notes plus 60 days) prior to the earliest date on which the Issuer or,
 
as the case may be, the
Guarantor (in the case of Notes having the benefit of the Guarantee) would be obliged
 
to pay
such additional amounts were a payment in respect of the Notes
 
then due.
Prior
 
to
 
the
 
publication
 
of
 
any
 
notice
 
of
 
redemption
 
pursuant
 
to
 
this
 
Condition
 
5(b)
(
Redemption for
 
Tax
 
Reasons
), the
 
Issuer shall
 
deliver to
 
the
 
Agent a
 
certificate signed
 
by
one director of
 
the Issuer or,
 
as the case
 
may be, one
 
director of the
 
Guarantor (in the
 
case
of Notes having the
 
benefit of the Guarantee) stating that
 
the Issuer is entitled to
 
effect such
redemption
 
and
 
setting
 
forth
 
a
 
statement
 
of
 
facts
 
showing
 
that
 
the
 
conditions precedent
 
to
the
 
right
 
of
 
the
 
Issuer
 
so
 
to
 
redeem
 
have
 
occurred,
 
and
 
an
 
opinion
 
of
 
independent
 
legal
advisers
 
of
 
recognised
 
standing
 
to
 
the
 
effect
 
that
 
the
 
Issuer
 
or,
 
as
 
the
 
case
 
may
 
be,
 
the
Guarantor
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
 
Guarantee)
 
has
 
or
 
will
 
become
obliged to pay such additional amounts as a result of such
 
change or amendment.
Notes
 
redeemed
 
pursuant
 
to
 
this
 
Condition
 
5(b)
 
(
Redemption
 
for
 
Tax
 
Reasons
)
 
will
 
be
redeemed at
 
their Early
 
Redemption Amount
 
referred to
 
in paragraph
 
together (if
appropriate) with interest accrued to (but excluding) the date of
 
redemption.
(c)
 
Redemption at the
 
Option of the Issuer
 
(Issuer Call)
If Issuer
 
Call is
 
specified as
 
being applicable in
 
the applicable Final
 
Terms,
 
the Issuer
 
shall,
having given:
(i)
 
not less than 15 nor more than 30 days' notice to the Noteholders in
 
accordance with
Condition
 
(
Notices
); and
(ii)
 
not
 
less than
 
15 days
 
before the giving
 
of
 
the
 
notice referred
 
to
 
in
 
(i),
 
notice to the
Agent;
(which
 
notices
 
shall
 
be
 
irrevocable),
 
redeem
 
all
 
or,
 
if
 
so
 
specified
 
in
 
the
 
applicable
 
Final
Terms,
 
some only
 
of
 
the
 
Notes then
 
outstanding on
 
any Optional
 
Redemption Date
 
and at
the
 
Optional
 
Redemption Amount(s)
 
specified
 
in, or
 
determined in
 
the
 
manner
 
specified in,
the
 
applicable Final
 
Terms
 
together,
 
if
 
appropriate,
 
with
 
interest
 
accrued
 
to
 
(but
 
excluding)
the relevant Optional
 
Redemption Date. Any
 
such redemption must
 
be of a
 
nominal amount
not
 
less
 
than
 
the
 
Minimum
 
Redemption
 
Amount
 
and
 
not
 
more
 
than
 
a
 
Higher
 
Redemption
Amount
 
in
 
each
 
case
 
as
 
may
 
be
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms.
 
In
 
the
 
case
 
of
 
a
partial redemption
 
of Notes,
 
the Notes
 
to be
 
redeemed (
Redeemed Notes
) will
 
be selected
individually
 
by
 
lot,
 
in
 
the
 
case
 
of
 
Redeemed
 
Notes represented
 
by
 
definitive
 
Notes,
 
and
 
in
accordance with
 
the rules
 
of Euroclear
 
and/or Clearstream,
 
Luxembourg, (to
 
be reflected
 
in
the records of Euroclear and Clearstream, Luxembourg as
 
either a pool factor or a
 
reduction
in
 
nominal
 
amount,
 
at
 
their
 
discretion)
 
in
 
the
 
case
 
of
 
Redeemed
 
Notes
 
represented
 
by
 
a
global
 
Note,
 
not
 
more
 
than
 
30
 
days
 
prior
 
to
 
the
 
date
 
fixed
 
for
 
redemption
 
(such
 
date
 
of
selection
 
being
 
hereinafter
 
called
 
the
Selection
 
Date
).
 
In
 
the
 
case
 
of
 
Redeemed
 
Notes
represented by definitive Notes, a
 
list of the serial
 
numbers of such Redeemed Notes
 
will be
published in
 
accordance with
 
Condition
 
(
Notices
) not
 
less than
 
15 days
 
prior to
 
the date
fixed
 
for
 
redemption.
 
No
 
exchange
 
of
 
the
 
relevant
 
global
 
Note
 
will
 
be
 
permitted
 
during
 
the
period
 
from
 
(and
 
including)
 
the
 
Selection
 
Date
 
to
 
(and
 
including)
 
the
 
date
 
fixed
 
for
0010155-0003327 UKO2:
 
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redemption
 
pursuant
 
to
 
this
 
paragraph
 
and
 
notice
 
to
 
that
 
effect
 
shall
 
be
 
given
 
by
 
the
Issuer to the Noteholders
 
in accordance with Condition
 
(
Notices
) at least 15
 
days prior to
the Selection Date.
(d)
 
Make-Whole Redemption
If
 
Make-Whole
 
Redemption
 
is
 
specified
 
as
 
being
 
applicable
 
in
 
the
 
applicable
 
Final
 
Terms,
the Issuer
 
may,
 
having given
 
not less
 
than 15
 
nor more
 
than 60
 
days' notice
 
(or such
 
other
notice
 
period
 
as
 
may
 
be
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms)
 
to
 
the
 
Noteholders
 
in
accordance with
 
Condition
 
(
Notices
) (which
 
notice shall
 
be irrevocable
 
and shall
 
specify
the
 
date
 
fixed
 
for
 
redemption
 
(the
Make-Whole
 
Redemption
 
Date
)),
 
redeem
 
all
 
or
 
(if
redemption in part
 
is specified
 
as being
 
applicable in the
 
applicable Final Terms)
 
some only
of the Notes then outstanding on any Make-Whole Redemption Date and at the Make-Whole
Redemption
 
Amount
 
together,
 
if
 
appropriate,
 
with
 
interest
 
accrued
 
to
 
(but
 
excluding)
 
the
relevant Make-Whole Redemption Date. If redemption in part is specified as being applicable
in
 
the
 
applicable Final
 
Terms,
 
any
 
such redemption
 
must
 
be
 
of
 
a
 
nominal amount
 
not
 
less
than
 
the
 
Minimum
 
Redemption
 
Amount
 
and
 
not
 
more
 
than
 
the
 
Maximum
 
Redemption
Amount in each case as may be specified in the applicable
 
Final Terms.
In
 
the
 
case
 
of
 
a
 
partial
 
redemption
 
of
 
Notes,
 
the
 
Redeemed
 
Notes
 
will
 
be
 
selected
individually
 
by
 
lot,
 
in
 
the
 
case
 
of
 
Redeemed
 
Notes
 
represented
 
by
 
definitive
 
Notes,
 
and
 
in
accordance with
 
the rules
 
of
 
Euroclear and/or
 
Clearstream, Luxembourg
 
(to
 
be reflected
 
in
the records of Euroclear and Clearstream, Luxembourg as
 
either a pool factor or a
 
reduction
in
 
nominal
 
amount,
 
at
 
their
 
discretion),
 
in
 
the
 
case
 
of
 
Redeemed
 
Notes
 
represented
 
by
 
a
Global
 
Note,
 
on
 
a
 
Selection
 
Date
 
not
 
more
 
than
 
30
 
days
 
prior
 
to
 
the
 
Make-Whole
Redemption Date.
 
In the
 
case of
 
Redeemed Notes
 
represented by
 
definitive Notes,
 
a list
 
of
the serial numbers
 
of such Redeemed
 
Notes will be
 
published in accordance
 
with Condition
 
(
Notices
) not less than
 
15 days prior to
 
the Make-Whole Redemption Date.
 
No exchange
of
 
the
 
relevant
 
Global
 
Note
 
will
 
be
 
permitted
 
during
 
the
 
period
 
from
 
(and
 
including)
 
the
Selection
 
Date
 
to
 
(and
 
including)
 
the
 
Make-Whole
 
Redemption
 
Date
 
pursuant
 
to
 
this
paragraph
 
and
 
notice
 
to
 
that
 
effect
 
shall
 
be
 
given
 
by
 
the
 
Issuer
 
to
 
the
 
Noteholders
 
in
accordance with Condition
2 (
Notices
) at least 15 days prior to the Selection Date.
In
 
this
 
Condition
 
5(d)
 
(
Make-Whole
 
Redemption
),
Make-Whole
 
Redemption
 
Amount
means (A) the outstanding principal amount of
 
the relevant Note or (B)
 
if higher, the
 
sum, as
determined
 
by
 
the
 
Make-Whole
 
Calculation
 
Agent,
 
of
 
the
 
present
 
values
 
of
 
the
 
remaining
scheduled
 
payments
 
of
 
principal
 
and
 
interest
 
on
 
the
 
Notes
 
to
 
be
 
redeemed
 
(not
 
including
any
 
portion
 
of
 
such
 
payments
 
of
 
interest
 
accrued
 
to
 
the
 
date
 
of
 
redemption)
 
discounted to
the Make-Whole Redemption Date on an annual basis at the Reference Rate plus the Make-
Whole Redemption Margin specified in the applicable Final
 
Terms,
 
where:
CA
 
Selected
 
Bond
means
 
a
 
government
 
security
 
or
 
securities
 
(which,
 
if
 
the
 
Specified
Currency
 
is
 
euro,
 
will
 
be
 
a
 
German
 
Bundesobligationen)
 
selected
 
by
 
the
 
Make-Whole
Calculation Agent as
 
having a maturity comparable
 
to the remaining
 
term of the
 
Notes to be
redeemed that
 
would be
 
utilised, at
 
the time
 
of selection
 
and in
 
accordance with
 
customary
financial practice,
 
in pricing
 
new issues
 
of corporate
 
debt securities
 
of comparable
 
maturity
to the remaining term of such Notes;
Make-Whole
 
Calculation
 
Agent
means
 
an
 
independent
 
investment,
 
merchant
 
or
commercial bank or financial institution selected by the Issuer for
 
the purposes of calculating
the
 
Make-Whole
 
Redemption
 
Amount,
 
and
 
notified
 
to
 
the
 
Noteholders
 
in
 
accordance
 
with
Condition
 
(
Notices
);
0010155-0003327 UKO2:
 
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Reference Bond
means (A) if
 
CA Selected Bond
 
is specified in
 
the applicable Final
 
Terms,
the relevant
 
CA Selected
 
Bond or
 
(B) if
 
CA Selected
 
Bond is
 
not specified
 
in the
 
applicable
Final Terms,
 
the security
 
specified in
 
the applicable
 
Final Terms,
 
provided that
 
if the
 
Make-
Whole
 
Calculation Agent
 
advises
 
the
 
Issuer
 
that,
 
for
 
reasons
 
of
 
illiquidity
 
or
 
otherwise, the
relevant
 
security
 
specified
 
is
 
not
 
appropriate
 
for
 
such
 
purpose,
 
such
 
other
 
central
 
bank
 
or
government
 
security
 
as
 
the
 
Make-Whole
 
Calculation
 
Agent
 
may,
 
with
 
the
 
advice
 
of
Reference Market Makers, determine to be appropriate;
Reference Bond
 
Price
means (i) the
 
average of three
 
Reference Market Maker Quotations
for
 
the
 
relevant
 
Make-Whole
 
Redemption
 
Date,
 
after
 
excluding
 
the
 
highest
 
and
 
lowest
Reference Market Maker
 
Quotations, (ii) if
 
the Make-Whole Calculation
 
Agent obtains fewer
than three, but
 
more than one,
 
such Reference Market Maker
 
Quotations, the average
 
of all
such quotations,
 
or (iii)
 
if only
 
one such
 
Reference Market Maker
 
Quotation is
 
obtained, the
amount of the Reference Market Maker Quotation so obtained;
Reference
 
Market
 
Maker
 
Quotations
means,
 
with
 
respect
 
to
 
each
 
Reference
 
Market
Maker
 
and
 
any
 
Make-Whole
 
Redemption
 
Date,
 
the
 
average,
 
as
 
determined
 
by
 
the
 
Make-
Whole Calculation Agent,
 
of the bid
 
and asked prices
 
for the
 
Reference Bond (expressed
 
in
each
 
case
 
as
 
a
 
percentage
 
of
 
its
 
principal
 
amount)
 
quoted
 
in
 
writing
 
to
 
the
 
Make-Whole
Calculation
 
Agent
 
at
 
the
 
Quotation
 
Time
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
on
 
the
Reference Rate Determination Day specified in the applicable
 
Final Terms;
Reference Market
 
Makers
means three brokers or market
 
makers of securities such as
 
the
Reference Bond selected by the Make-Whole
 
Calculation Agent or such other three
 
persons
operating
 
in
 
the
 
market
 
for
 
securities
 
such
 
as
 
the
 
Reference
 
Bond
 
as
 
are
 
selected
 
by
 
the
Make-Whole Calculation Agent in consultation with the Issuer; and
Reference
 
Rate
means,
 
with
 
respect
 
to
 
any
 
Make-Whole
 
Redemption
 
Date,
 
the
 
rate
 
per
annum
 
equal
 
to
 
the
 
equivalent yield
 
to
 
maturity of
 
the
 
Reference Bond,
 
calculated
 
using
 
a
price
 
for
 
the
 
Reference Bond
 
(expressed
 
as
 
a
 
percentage of
 
its
 
principal amount)
 
equal to
the Reference Bond
 
Price for such
 
Make-Whole Redemption Date.
 
The Reference Rate
 
will
be
 
calculated
 
on
 
the
 
Reference
 
Rate
 
Determination
 
Day
 
specified
 
in
 
the
 
applicable
 
Final
Terms.
(e)
 
Issuer Residual Call
If Issuer
 
Residual Call is
 
specified as
 
being applicable in
 
the applicable
 
Final Terms
 
and, at
any time, the outstanding aggregate nominal amount
 
of the Notes is equal to
 
or less than 25
per
 
cent.
 
(or
 
such
 
other
 
percentage
 
as
 
may
 
be
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
as
being
 
the
 
Residual
 
Call
 
Threshold)
 
of
 
the
 
aggregate
 
nominal
 
amount
 
of
 
the
 
Series
 
issued
(other
 
than
 
as
 
a
 
result
 
of
 
a
 
partial
 
redemption
 
of
 
the
 
Notes
 
pursuant
 
to
 
Condition
 
5(c)
(
Redemption
 
at
 
the
 
Option
 
of
 
the
 
Issuer
 
(Issuer
 
Call)
)
 
or
 
Condition
 
5(d)
 
(
Make-Whole
Redemption
)),
 
the
 
Notes may
 
be
 
redeemed at
 
the
 
option
 
of
 
the
 
Issuer
 
in whole,
 
but
 
not
 
in
part, at any time (if this Note is
 
not a Floating Rate Note) or on any Interest
 
Payment Date (if
this
 
Note
 
is
 
a
 
Floating Rate
 
Note),
 
on
 
giving
 
not
 
less
 
than
 
15
 
and
 
not
 
more
 
than
 
60
 
days’
notice (or such
 
other notice period
 
as may be
 
specified in the
 
applicable Final Terms)
 
to the
Noteholders
 
in
 
accordance
 
with
 
Condition
 
12
 
(
Notices
)
 
(which
 
notice
 
shall
 
be
 
irrevocable
and
 
shall
 
specify
 
the
 
date
 
fixed
 
for
 
redemption)
 
at
 
the
 
Residual
 
Call
 
Early
 
Redemption
Amount
 
together,
 
if
 
appropriate,
 
with
 
interest
 
accrued
 
to
 
(but
 
excluding)
 
the
 
date
 
of
redemption.
0010155-0003327 UKO2:
 
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(f)
 
Redemption at the
 
Option of the Noteholders
 
(Investor Put)
If Investor Put is specified as being applicable in the
 
applicable Final Terms,
 
upon the holder
of any
 
Note giving
 
to the
 
Issuer in
 
accordance with
 
Condition 12
 
(
Notices
) not
 
less than
 
15
nor
 
more
 
than
 
30
 
days'
 
notice
 
the
 
Issuer
 
will,
 
upon
 
the
 
expiry
 
of
 
such
 
notice,
 
redeem,
 
in
whole
 
(but
 
not
 
in
 
part),
 
such
 
Note
 
on
 
the
 
Optional
 
Redemption
 
Date
 
and
 
at
 
the
 
Optional
Redemption
 
Amount
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
together,
 
if
 
appropriate,
 
with
interest accrued to (but excluding) the Optional Redemption Date.
If this Note is
 
in definitive form and held outside Euroclear
 
and Clearstream, Luxembourg, to
exercise the right to require redemption of this Note the holder of this Note must deliver such
Note at the specified office
 
of any Paying Agent at any
 
time during normal business hours of
such
 
Paying
 
Agent
 
falling
 
within
 
the
 
notice
 
period,
 
accompanied
 
by
 
a
 
duly
 
completed
 
and
signed
 
notice
 
of
 
exercise
 
in
 
the
 
form
 
(for
 
the
 
time
 
being
 
current)
 
obtainable
 
from
 
any
specified office
 
of any
 
Paying Agent
 
(a
Put
 
Notice
) and
 
in which
 
the holder
 
must specify
 
a
bank
 
account
 
(or,
 
if
 
payment
 
is
 
by
 
cheque,
 
an
 
address)
 
to
 
which
 
payment
 
is
 
to
 
be
 
made
under this Condition
 
accompanied by this
 
Note or evidence
 
satisfactory to the
 
Paying Agent
concerned
 
that
 
this
 
Note
 
will,
 
following
 
delivery
 
of
 
the
 
Put
 
Notice,
 
be
 
held
 
to
 
its
 
order
 
or
under its control. If
 
this Note is
 
represented by a global
 
Note or is
 
in definitive form and
 
held
through
 
Euroclear or
 
Clearstream, Luxembourg,
 
to
 
exercise the
 
right to
 
require redemption
of this Note the
 
holder of this Note
 
must, within the notice period,
 
give notice to the
 
Agent of
such
 
exercise
 
in
 
accordance
 
with
 
the
 
standard
 
procedures
 
of
 
Euroclear
 
and
 
Clearstream,
Luxembourg
 
(which
 
may
 
include
 
notice
 
being
 
given
 
on
 
their
 
instruction
 
by
 
Euroclear
 
or
Clearstream,
 
Luxembourg or
 
any
 
common
 
depositary
 
or
 
common
 
safekeeper,
 
as
 
the
 
case
may
 
be, for
 
them to
 
the Agent
 
by electronic
 
means) in
 
a form
 
acceptable to
 
Euroclear and
Clearstream, Luxembourg from time to time.
Any
 
Put
 
Notice
 
or
 
other
 
notice
 
given
 
in
 
accordance
 
with
 
the
 
standard
 
procedures
 
of
Euroclear
 
and
 
Clearstream,
 
Luxembourg
 
given
 
by
 
a
 
holder
 
of
 
any
 
Note
 
pursuant
 
to
 
this
paragraph shall be irrevocable except where
 
prior to the due date
 
of redemption an Event of
Default shall have
 
occurred and be
 
continuing in which event
 
such holder,
 
at its option,
 
may
elect
 
by
 
notice
 
to
 
the
 
Issuer
 
to
 
withdraw
 
the
 
notice
 
given
 
pursuant
 
to
 
this
 
paragraph
 
and
instead to
 
declare such
 
Note forthwith
 
due and
 
payable pursuant
 
to Condition
 
8 (
Events of
Default
).
(g)
 
Early Redemption Amounts
For the
 
purpose of
 
paragraph
 
and Condition
 
8 (
Events of
 
Default
), the
 
Notes will
be redeemed at the Early Redemption Amount calculated as
 
follows:
(i)
 
in the
 
case of
 
Notes with
 
a Final
 
Redemption Amount
 
equal to
 
the Issue
 
Price, at
 
the
Final Redemption Amount thereof;
(ii)
 
in the case
 
of Notes (other than
 
Zero Coupon Notes) with
 
a Final Redemption Amount
which
 
is
 
or
 
may
 
be
 
less
 
or
 
greater
 
than
 
the
 
Issue
 
Price
 
or
 
which
 
is
 
payable
 
in
 
a
Specified Currency other than that
 
in which the Notes
 
are denominated, at the amount
specified in, or
 
determined in the manner
 
specified in, the
 
applicable Final Terms
 
or,
 
if
no such amount or manner
 
is so specified in the
 
Final Terms,
 
at their nominal amount;
or
(iii)
 
in
 
the
 
case
 
of
 
Zero
 
Coupon
 
Notes,
 
at
 
its
 
Early
 
Redemption
 
Amount
 
calculated
 
in
accordance with the following formula:
Early Redemption Amount = RP
 
x (1 + AY)
y
0010155-0003327 UKO2:
 
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82
where:
RP
means the Reference
 
Price;
AY
means the Accrual Yield expressed
 
as a decimal; and
y
is
 
the
 
Day
 
Count
 
Fraction
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
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
 
(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).
(h)
 
Purchases
The Issuer
 
or the Guarantor
 
(in the case
 
of Notes having
 
the benefit of
 
the Guarantee) may
at
 
any
 
time
 
purchase
 
Notes
 
(provided
 
that,
 
in
 
the
 
case
 
of
 
definitive
 
Notes,
 
all
 
unmatured
Coupons and Talons
 
appertaining thereto are
 
purchased therewith) at
 
any price in
 
the open
market or otherwise. Such Notes may be held, reissued, resold or,
 
at the option of the Issuer
or the
 
Guarantor (in
 
the case
 
of Notes
 
having the
 
benefit of
 
the Guarantee),
 
surrendered to
any Paying Agent for cancellation.
(i)
 
Cancellation
All
 
Notes
 
which
 
are
 
redeemed
 
will
 
forthwith
 
be
 
cancelled
 
(together
 
with
 
all
 
unmatured
Coupons attached
 
thereto or
 
surrendered therewith
 
at the
 
time of
 
redemption). All
 
Notes so
cancelled and the Notes purchased and cancelled pursuant to paragraph
 
(together
with all unmatured Coupons cancelled therewith) shall be forwarded to the Agent and cannot
be reissued or resold.
(j)
 
Late payment on Zero
 
Coupon Notes
If
 
the
 
amount
 
payable
 
in
 
respect
 
of
 
any
 
Zero
 
Coupon Note
 
upon
 
redemption of
 
such
 
Zero
Coupon Note
 
pursuant to
 
paragraph
,
,
,
 
(d),
 
(e) or
 
(f)
 
above or
 
upon
 
its
 
becoming
due
 
and repayable
 
as provided
 
in
 
Condition 8
 
(
Events of
 
Default
)
 
is improperly
 
withheld or
refused,
 
the
 
amount
 
due
 
and
 
repayable
 
in
 
respect
 
of
 
such
 
Zero
 
Coupon Note
 
shall
 
be the
amount calculated
 
as provided
 
in paragraph
 
as though
 
the references
 
therein
to
 
the
 
date
 
fixed
 
for
 
the
 
redemption
 
or
 
the
 
date
 
upon
 
which
 
such
 
Zero
 
Coupon
 
Note
becomes due and payable were replaced by references to
 
the date which is the earlier of:
(i)
 
the
 
date
 
on
 
which
 
all
 
amounts
 
due
 
in
 
respect
 
of
 
such
 
Zero
 
Coupon
 
Note
 
have
 
been
paid; and
(ii)
 
five
 
days
 
after
 
the
 
date
 
on
 
which
 
the
 
full
 
amount
 
of
 
the
 
moneys
 
payable
 
has
 
been
received
 
by
 
the
 
Agent and
 
notice
 
to
 
that
 
effect
 
has
 
been
 
given
 
to
 
the
 
Noteholders in
accordance with Condition 12 (
Notices
).
0010155-0003327 UKO2:
 
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83
6.
 
Taxation
All payments
 
of principal
 
and interest
 
in respect
 
of the
 
Notes and
 
Coupons by
 
the Issuer
 
or
(in the case
 
of Notes having the
 
benefit of the
 
Guarantee) the Guarantor shall
 
be made free
and
 
clear
 
of,
 
and
 
without
 
withholding
 
or
 
deduction
 
for,
 
any
 
taxes,
 
duties,
 
assessments
 
or
governmental
 
charges
 
(
Taxes
)
 
of
 
whatever
 
nature
 
imposed,
 
levied,
 
collected,
 
withheld
 
or
assessed
 
by
 
or
 
within
 
the
 
Kingdom
 
of
 
Norway
 
or
 
any
 
authority
 
therein
 
or
 
thereof
 
having
power
 
to
 
tax,
 
unless
 
such
 
withholding
 
or
 
deduction
 
is
 
required
 
by
 
law.
 
In
 
such
 
event,
 
the
Issuer or,
 
as the case
 
may be, the
 
Guarantor (in the
 
case of Notes
 
having the benefit
 
of the
Guarantee) shall
 
pay such
 
additional amounts
 
as will
 
result
 
in receipt
 
by the
 
holders of
 
the
Notes
 
or
 
Coupons
 
of
 
such
 
amounts
 
as
 
would
 
have
 
been
 
received
 
by
 
them
 
had
 
no
 
such
withholding
 
or
 
deduction
 
been
 
required,
 
except
 
that
 
no
 
such
 
additional
 
amounts
 
shall
 
be
payable with respect to any Note or Coupon:
(a)
 
presented for payment
 
in the Kingdom
 
of Norway; or
(b)
 
the
 
holder
 
or
 
beneficial
 
owner
 
of
 
which
 
is
 
liable
 
for
 
such
 
Taxes
 
in
 
respect
 
of
 
such
Note or Coupon
 
by reason of
 
the holder or
 
beneficial owner having some
 
connection
with the Kingdom
 
of Norway other than the mere holding of such Note
 
or Coupon; or
(c)
 
presented
 
for
 
payment
 
more
 
than
 
30
 
days
 
after
 
the
 
Relevant
 
Date
 
except
 
to
 
the
extent that the holder thereof would have been entitled to such additional amounts on
presenting the same for payment on such thirtieth day; or
(d)
 
on account of any
 
Taxes
 
that are payable pursuant to
 
the Norwegian Tax
 
Act section
10-80 on payments
 
to related companies
 
or undertakings (as
 
such term is
 
defined in
the
 
Norwegian Tax
 
Act section
 
10-82) tax
 
resident in
 
a
 
low-tax jurisdiction
 
(as
 
such
term is defined in the Norwegian Tax Act section 10-63).
In
 
addition,
 
any
 
amounts
 
to
 
be
 
paid
 
on
 
the
 
Notes
 
will
 
be
 
paid
 
net
 
of
 
any
 
deduction
 
or
withholding imposed or required pursuant to
 
sections 1471 through 1474 of
 
the U.S. Internal
Revenue
 
Code
 
of
 
1986
 
(or
 
any
 
regulations
 
thereunder
 
or
 
official
 
interpretations
 
thereof)
(
FATCA
)
 
or any
 
intergovernmental agreement
 
with
 
the
 
United States
 
to
 
implement FATCA
(
IGA
)
 
(or
 
any
 
law
 
implementing
 
such
 
an
 
intergovernmental
 
agreement),
 
and
 
no
 
additional
amounts will be required to be paid on account of any such deduction
 
or withholding.
Relevant
 
Date
means
 
whichever
 
is
 
the
 
later
 
of
 
(i)
 
the
 
date
 
on
 
which
 
such
 
payment
 
first
becomes
 
due
 
and (ii)
 
if
 
the
 
full
 
amount
 
payable has
 
not
 
been received
 
by the
 
Agent
 
on or
prior to such due date, the
 
date on which, the full amount
 
having been so received, notice to
that effect is duly given to the Noteholders in accordance with Condition 12
 
(
Notices
).
7.
 
Prescription
The
 
Notes
 
and
 
Coupons
 
will
 
become
 
void
 
unless
 
claims
 
in
 
respect
 
of
 
principal
 
and/or
interest are made
 
within a period
 
of 10 years
 
(in the case
 
of principal) and
 
five years (in
 
the
case of interest) after the Relevant Date therefor.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon
the
 
claim
 
for
 
payment
 
in
 
respect
 
of
 
which
 
would
 
be
 
void
 
pursuant
 
to
 
this
 
Condition
 
7
(
Prescription
) or
 
Condition 4(b) (
Presentation of definitive Notes
 
and Coupons)
or any Talon
which
 
would
 
be
 
void
 
pursuant
 
to
 
Condition
 
4(b)
 
(
Presentation
 
of
 
definitive
 
Notes
 
and
Coupons)
.
0010155-0003327 UKO2:
 
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84
8.
 
Events of Default
If
 
any
 
one
 
or
 
more
 
of
 
the
 
following
 
events
 
(each
 
an
Event
 
of
 
Default
)
 
shall
 
occur
 
and
 
is
continuing:
(a)
 
the Issuer
 
or (in the
 
case of
 
Notes having the
 
benefit of the
 
Guarantee) the Guarantor
fails
 
to
 
pay
 
any
 
principal
 
or
 
interest
 
on
 
any
 
of
 
the
 
Notes
 
when
 
due
 
and
 
such
 
failure
continues, in the case of principal or interest, for a period of 30 days;
 
or
(b)
 
the Issuer
 
or (in the
 
case of Notes
 
having the benefit
 
of the Guarantee)
 
the Guarantor
does not
 
perform or
 
comply with
 
any one
 
or more
 
of its
 
other obligations
 
in the
 
Notes
which default
 
is incapable
 
of remedy
 
or is
 
not remedied
 
within 90
 
days after
 
notice of
such
 
default
 
shall
 
have
 
been
 
given
 
to
 
the
 
Agent
 
at
 
its
 
specified
 
office
 
by
 
any
Noteholder; or
(c)
 
the Issuer
 
or (in the
 
case of Notes
 
having the benefit
 
of the Guarantee)
 
the Guarantor
is (or
 
is, or
 
could be,
 
deemed by
 
law or
 
a court
 
to be)
 
insolvent or
 
bankrupt or
 
unable
to
 
pay its
 
debts, stops,
 
suspends or
 
threatens to
 
stop or
 
suspend payment
 
of all
 
or a
material
 
part
 
of
 
(or
 
of
 
a
 
particular
 
type
 
of)
 
its
 
debts,
 
proposes
 
or
 
makes
 
a
 
general
assignment
 
or
 
an
 
arrangement
 
or
 
composition
 
with
 
or
 
for
 
the
 
benefit
 
of
 
the
 
relevant
creditors
 
in
 
respect
 
of
 
any
 
of
 
such
 
debts
 
or
 
a
 
moratorium
 
is
 
agreed
 
or
 
declared
 
in
respect
 
of
 
or
 
affecting
 
all
 
or
 
any
 
part
 
of
 
(or
 
of
 
a
 
particular
 
type
 
of)
 
the
 
debts
 
of
 
the
Issuer or (in the case of Notes having the benefit of the Guarantee)
 
the Guarantor; or
(d)
 
(A) an order is made or
 
an effective resolution passed for the
 
winding-up or dissolution
of
 
the
 
Issuer
 
or
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
 
Guarantee)
 
the
Guarantor,
 
or
 
(B)
 
the
 
Issuer
 
or
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
Guarantee) the Guarantor
 
ceases or threatens
 
to cease to
 
carry on all
 
or substantially
all of its business or operations, except:
(i)
 
(in the case of sub-paragraph
 
(B)) in the case of an
 
Asset Transfer;
(ii)
 
in the case of a
 
Permitted Reorganisation; or
(iii)
 
for
 
the
 
purpose
 
of
 
and
 
followed
 
by
 
any
 
other
 
reconstruction,
 
amalgamation,
reorganisation, merger or consolidation, on terms approved by an Extraordinary
Resolution of the Noteholders; or
(e)
 
other
 
than
 
in
 
respect
 
of
 
the
 
termination
 
of
 
the
 
Guarantee
 
pursuant
 
to
 
Condition
 
2(c)
(
Termination
 
of Guarantee
), if the
 
Guarantee ceases to
 
be, or is
 
claimed by the Issuer
or the Guarantor not to be, in full force and effect; or
(f)
 
any
 
event
 
occurs which
 
under the
 
laws of
 
any relevant
 
jurisdiction has
 
an analogous
effect to any of the events referred to in
 
to
then any Note may,
 
by notice given in writing to the Agent at its specified office by the holder
be declared
 
immediately due
 
and payable
 
whereupon it
 
shall become
 
immediately due
 
and
payable at the Early
 
Redemption Amount (as described in
 
Condition 5(g) (
Early Redemption
Amounts
)),
 
together
 
with
 
accrued
 
interest
 
(if
 
any)
 
to
 
the
 
date
 
of
 
repayment,
 
without
 
further
formality unless such
 
Event of Default
 
shall have been
 
remedied prior to
 
the receipt of
 
such
notice by the Agent.
As used herein:
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Asset
 
Transfer
means, at
 
any particular
 
time, any
 
transfer or
 
transfers by
 
the Issuer
 
or (in
the case
 
of Notes
 
having the
 
benefit of
 
the Guarantee)
 
the Guarantor
 
of all
 
or substantially
all of its and its Subsidiaries' business or
 
operations, taken as a whole, to one or
 
more direct
or indirect wholly-owned Subsidiaries and/or, in the case of the Guarantor, to the Issuer;
Permitted
 
Reorganisation
means
 
any
 
(i)
 
consolidation
 
by
 
the
 
Issuer
 
or
 
(in
 
the
 
case
 
of
Notes having the benefit of
 
the Guarantee) the Guarantor with, or merger
 
of the Issuer or (in
the case
 
of Notes
 
having the
 
benefit of
 
the Guarantee)
 
the Guarantor
 
into, another
 
person,
or (ii) conveyance, transfer
 
or lease by the
 
Issuer or (in the
 
case of Notes having
 
the benefit
of
 
the
 
Guarantee)
 
the
 
Guarantor
 
of
 
all
 
or
 
substantially
 
all
 
of
 
its
 
and
 
its
 
Subsidiaries'
properties and assets, taken as a whole, to any person, in each case
 
where:
(a)
 
the
 
person formed
 
by
 
such
 
consolidation into
 
which the
 
Issuer or
 
the
 
Guarantor,
 
as
the case may be,
 
is merged or the
 
person which acquires by
 
conveyance or transfer,
or which
 
leases, all
 
or substantially all
 
of the
 
properties and
 
assets of the
 
Issuer and
its Subsidiaries or the Guarantor
 
and its Subsidiaries, in each case
 
taken as a whole,
(such
 
person,
 
the
 
Successor)
 
shall
 
be
 
a
 
corporation,
 
partnership
 
or
 
trust,
 
shall
 
be
organised
 
and
 
validly existing
 
under the
 
laws
 
of any
 
jurisdiction
 
and
 
shall expressly
assume,
 
by
 
way
 
of
 
a
 
deed
 
of
 
assumption
 
governed
 
by
 
English
 
law
 
(the
Deed
 
of
Assumption
), all obligations of the
 
Issuer and/or the Guarantor,
 
as applicable, under
the Notes and/or the Guarantee, as applicable; and
(b)
 
the
 
Issuer
 
or
 
the
 
Guarantor,
 
as
 
the
 
case
 
may
 
be,
 
has
 
delivered
 
to
 
the
 
Agent
 
(1)
 
a
certificate signed by one director of
 
the Issuer or,
 
as the case may be,
 
one director of
the Guarantor
 
(in the
 
case of
 
Notes having
 
the benefit
 
of the
 
Guarantee) stating that
such
 
consolidation,
 
merger,
 
conveyance,
 
transfer
 
or
 
lease
 
comply
 
with
 
the
requirements
 
of
 
this
 
definition
 
and
 
that
 
all
 
conditions
 
precedent
 
provided
 
for
 
in
 
this
definition relating to such transaction have been complied with,
 
and (2) legal opinions
from (A)
 
a leading
 
firm of
 
lawyers to
 
the Successor
 
in the
 
country of
 
incorporation of
the Successor, and (B) a leading firm of lawyers to
 
the Successor in England, in each
case
 
to
 
the
 
effect
 
that,
 
as
 
a
 
matter
 
of
 
the
 
relevant
 
law,
 
the
 
Deed
 
of
 
Assumption
constitutes legal, valid and binding
 
obligations of the Successor and
 
is enforceable in
accordance
 
with
 
its
 
terms,
 
such
 
opinions
 
to
 
be
 
available
 
for
 
inspection
 
by
Noteholders and Couponholders at the specified offices of the Agent; and
Subsidiary
means, at
 
any particular
 
time, a
 
company of
 
which the
 
Issuer or
 
(in the
 
case of
Notes
 
having
 
the
 
benefit
 
of
 
the
 
Guarantee)
 
the
 
Guarantor
 
directly
 
or
 
indirectly
 
owns
 
or
controls at least
 
a majority of
 
the outstanding voting
 
stock having power
 
to elect directors
 
of
such company.
9.
 
Replacement of Notes,
 
Coupons and Talons
Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the specified office of the Agent or any Replacement Agent upon payment by the
claimant
 
of
 
such
 
costs
 
and
 
expenses
 
as
 
may
 
be
 
incurred
 
in
 
connection
 
therewith
 
and
 
on
such terms as to
 
evidence and indemnity as the
 
Issuer may reasonably require. Mutilated
 
or
defaced Notes, Coupons or Talons must be surrendered before
 
replacements will be issued.
10.
 
Agent and Paying Agents
The names
 
of the
 
initial Agent
 
and the
 
other initial
 
Paying Agents
 
and their
 
initial specified
offices are set out below.
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The Issuer
 
and the
 
Guarantor (in
 
the case
 
of Notes
 
having the
 
benefit of
 
the Guarantee)
 
is
entitled to
 
vary or
 
terminate the
 
appointment of
 
any Paying
 
Agent and/or
 
appoint additional
or other Paying Agents
 
and/or approve any change in the
 
specified office through which any
Paying Agent acts, provided that:
(i)
 
so
 
long
 
as
 
the
 
Notes
 
are
 
listed
 
on
 
any
 
stock
 
exchange,
 
there
 
will
 
at
 
all
 
times
 
be
 
a
Paying Agent with a specified office
 
in such place as may
 
be required by the rules and
regulations of the relevant stock exchange or other relevant authority;
(ii)
 
there will at all
 
times be a
 
Paying Agent with a
 
specified office outside
 
Norway; and
(iii)
 
there will at all times be
 
an Agent.
In
 
addition,
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
Guarantee) shall forthwith appoint a Paying Agent
 
having a specified office in
 
New York
 
City
in the
 
circumstances described
 
in the
 
final paragraph
 
of Condition
 
4(d) (
General provisions
applicable
 
to
 
payments
).
 
Notice
 
of
 
any
 
variation,
 
termination,
 
appointment
 
or
 
change
 
in
Paying
 
Agents
 
will
 
be
 
given
 
to
 
the
 
Noteholders
 
promptly
 
by
 
the
 
issuer
 
in
 
accordance
 
with
Condition 12 (
Notices
).
11.
 
Exchange of Talons
On
 
and
 
after
 
the
 
Interest
 
Payment
 
Date,
 
on
 
which
 
the
 
final
 
Coupon
 
comprised
 
in
 
any
Coupon
 
sheet
 
matures,
 
the
 
Talon
 
(if
 
any)
 
forming
 
part
 
of
 
such
 
Coupon
 
sheet
 
may
 
be
surrendered at the specified office
 
of the Agent or
 
any other Paying Agent in
 
exchange for a
further
 
Coupon sheet
 
including (if
 
such further
 
Coupon sheet
 
does not
 
include Coupons
 
to
(and including) the final date for the payment of interest due in respect of the Note to which it
appertains) a further Talon, subject to the provisions of Condition 7 (
Prescription
).
12.
 
Notices
All
 
notices
 
regarding
 
the
 
Notes
 
shall
 
be
 
published
 
in
 
a
 
leading
 
English
 
language
 
daily
newspaper of general circulation in London. It is
 
expected that such publication will be made
in the Financial Times
 
or any other daily
 
newspaper in London. The Issuer
 
shall also ensure
that notices are
 
duly published in a
 
manner which complies with
 
the rules and regulations
 
of
any
 
stock
 
exchange
 
or
 
other
 
relevant
 
authority
 
on
 
which
 
the
 
Notes
 
are
 
for
 
the
 
time
 
being
listed or by
 
which they have
 
been admitted to trading
 
including publication on the
 
website of
the relevant stock
 
exchange or relevant
 
authority if required
 
by those rules.
 
Any such notice
will be
 
deemed to
 
have been
 
given on
 
the date
 
of the
 
first publication
 
or,
 
where required
 
to
be
 
published
 
in
 
both
 
newspapers,
 
on
 
the
 
date
 
of
 
the
 
first
 
publication
 
in
 
both
 
such
newspapers.
Until such
 
time as
 
any definitive
 
Notes are
 
issued, there
 
may (provided
 
that, in
 
the case
 
of
Notes
 
listed
 
on
 
any
 
stock
 
exchange
 
or
 
admitted
 
to
 
trading
 
by
 
another
 
relevant
 
authority,
such
 
stock
 
exchange or
 
relevant
 
authority permits),
 
so
 
long
 
as the
 
global Note(s)
 
is
 
or
 
are
held in its/their entirety
 
on behalf of Euroclear
 
and Clearstream, Luxembourg, be substituted
for such publication in
 
such newspaper(s) or such website
 
the delivery of the
 
relevant notice
to Euroclear and
 
Clearstream, Luxembourg for communication by them
 
to the holders of
 
the
Notes. Any
 
such notice
 
shall be
 
deemed to
 
have been
 
given to
 
the holders
 
of the
 
Notes on
the day on which the said notice was given to Euroclear and Clearstream,
 
Luxembourg.
Notices to
 
be given
 
by any
 
holder of
 
the
 
Notes shall
 
be in
 
writing and
 
given by
 
lodging the
same,
 
together
 
(in
 
the
 
case
 
of
 
any
 
Note
 
in
 
definitive
 
form)
 
with
 
the
 
relative
 
Note
 
or
 
Notes,
with the
 
Agent. Whilst any
 
of the Notes
 
are represented
 
by a global
 
Note, such notice
 
may
0010155-0003327 UKO2:
 
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be
 
given
 
by
 
any
 
holder
 
of
 
a
 
Note
 
to
 
the
 
Agent
 
via
 
Euroclear
 
and/or
 
Clearstream,
Luxembourg,
 
as
 
the
 
case
 
may
 
be,
 
in
 
such
 
manner
 
as
 
the
 
Agent
 
and
 
Euroclear
 
and/or
Clearstream, Luxembourg, as the case may be, may approve for
 
this purpose.
13.
 
Meetings of Noteholders,
 
Modification and
 
Waiver
The
 
Agency
 
Agreement
 
contains
 
provisions
 
for
 
convening
 
meetings
 
(including
 
by
 
way
 
of
conference call or
 
by use of
 
a videoconference platform) of
 
Noteholders to consider matters
affecting
 
their
 
interests,
 
including
 
the
 
sanctioning
 
by
 
Extraordinary
 
Resolution
 
of
 
a
modification of
 
any of
 
these
 
Conditions. Such
 
a meeting
 
may
 
be convened
 
by Noteholders
holding not less than 10 per cent. in nominal principal amount of the Notes for the time being
outstanding. The quorum for
 
any meeting convened to
 
consider an Extraordinary Resolution
will be two or more persons holding or representing a clear majority in nominal amount of the
Notes
 
for
 
the
 
time
 
being
 
outstanding,
 
or
 
at
 
any
 
adjourned
 
meeting
 
one
 
or
 
more
 
persons
being
 
or
 
representing
 
Noteholders
 
whatever
 
the
 
nominal
 
amount
 
of
 
the
 
Notes
 
held
 
or
represented, unless
 
the business
 
of such
 
meeting includes consideration
 
of proposals,
inter
alia
,
 
(i)
 
to
 
modify
 
the
 
maturity
 
of
 
the
 
Notes
 
or
 
the
 
dates
 
on
 
which
 
interest
 
is
 
payable
 
in
respect of
 
the Notes,
 
(ii) to
 
reduce or
 
cancel the
 
principal amount
 
of interest
 
on the
 
Notes,
(iii)
 
to
 
change
 
the
 
currency
 
of
 
payment
 
of
 
the
 
Notes
 
or
 
the
 
Coupons,
 
(iv)
 
to
 
modify
 
the
provisions
 
concerning
 
the
 
quorum
 
required
 
at
 
any
 
meeting
 
of
 
Noteholders
 
or
 
the
 
majority
required to pass an Extraordinary Resolution, or (v) to modify or cancel the obligations of the
Guarantor
 
under
 
the
 
Guarantee,
 
in
 
which
 
case
 
the
 
necessary
 
quorum
 
will
 
be
 
two
 
or
 
more
persons holding
 
or representing not
 
less than
 
75 per
 
cent., or
 
at any
 
adjourned meeting not
less than
 
25 per
 
cent., in
 
principal amount
 
of the
 
Notes for
 
the time
 
being outstanding.
 
The
Agency
 
Agreement
 
provides
 
that
 
(i)
 
a
 
resolution
 
passed
 
at
 
a
 
meeting
 
duly
 
convened
 
and
held in
 
accordance with
 
the Agency
 
Agreement by
 
a majority
 
consisting of
 
not less
 
than 75
per
 
cent.
 
of
 
the
 
votes
 
cast
 
on
 
such
 
resolution,
 
(ii)
 
a
 
resolution
 
in
 
writing
 
signed
 
by
 
or
 
on
behalf
 
of
 
the
 
holders
 
of
 
not
 
less
 
than
 
75
 
per
 
cent.
 
in
 
nominal
 
amount
 
of
 
the
 
Notes
 
for
 
the
time
 
being
 
outstanding
 
or
 
(iii)
 
consent
 
given
 
by
 
way
 
of
 
electronic
 
consents
 
through
 
the
relevant
 
clearing
 
system(s)
 
(in
 
a
 
form
 
satisfactory
 
to
 
the
 
Agent)
 
by
 
or
 
on
 
behalf
 
of
 
the
holders
 
of
 
not
 
less
 
than
 
75
 
per
 
cent.
 
in
 
nominal
 
amount
 
of
 
the
 
Notes
 
for
 
the
 
time
 
being
outstanding,
 
shall,
 
in
 
each
 
case,
 
be
 
effective
 
as
 
an
 
Extraordinary
 
Resolution
 
of
 
the
Noteholders.
 
Any
 
Extraordinary
 
Resolution
 
duly
 
passed
 
shall
 
be
 
binding
 
on
 
Noteholders
(whether
 
or
 
not
 
they
 
were
 
present
 
at
 
any meeting,
 
and
 
whether or
 
not
 
they
 
voted
 
on
 
such
resolution) and on all Couponholders.
The
 
Agent,
 
the
 
Issuer
 
and
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
 
Guarantee)
 
the
Guarantor may agree, without the consent of the Noteholders or Couponholders,
 
to:
(i)
 
any
 
modification
 
(except
 
as
 
mentioned
 
above)
 
of
 
the
 
Agency
 
Agreement
 
which
 
is,
 
in
the
 
sole
 
opinion
 
of
 
the
 
Issuer
 
and
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
Guarantee) the Guarantor, not prejudicial to the interests of the Noteholders; or
(ii)
 
any modification
 
of the
 
Notes, the
 
Coupons or
 
the Agency
 
Agreement which
 
is, in
 
the
sole
 
opinion
 
of
 
the
 
Issuer
 
and
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
Guarantee) the Guarantor,
 
of a
 
formal, minor
 
or technical nature
 
or is
 
made to
 
correct
a manifest error or
 
to comply with mandatory
 
provisions of the law
 
of the jurisdiction in
which the Issuer is incorporated.
Any such
 
modification shall
 
be binding
 
on the
 
Noteholders and
 
the Couponholders
 
and any
such
 
modification
 
shall
 
be
 
notified
 
to
 
the
 
Noteholders
 
in
 
accordance
 
with
 
Condition
 
12
(
Notices
) as soon as practicable thereafter.
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In
 
addition,
 
the
 
Agent
 
shall
 
be
 
obliged
 
to
 
use
 
its
 
reasonable
 
endeavours
 
to
 
effect
 
any
Benchmark
 
Amendments
 
or
 
Benchmark
 
Replacement
 
Confirming
 
Changes
 
in
 
the
circumstances and
 
as otherwise
 
set
 
out
 
in
 
Condition 3(b)(viii)
 
(
Benchmark Discontinuation
)
or Condition
 
(
Benchmark Discontinuation – SOFR
) above (as applicable), without the
consent of the Noteholders or the Couponholders.
14.
 
Substitution
The Issuer,
 
or any
 
previously substituted
 
company,
 
may at
 
any time,
 
without the
 
consent of
the
 
Noteholders
 
or
 
the
 
Couponholders,
 
substitute
 
for
 
itself
 
as
 
principal
 
debtor
 
under
 
the
Notes and
 
the Coupons
 
a company
 
(the
Substitute
) as
 
principal debtor
 
under the
 
Notes or
Coupons in
 
the manner
 
specified in
 
Schedule 6
 
to the
 
Agency Agreement,
 
provided that
 
no
payment
 
in
 
respect
 
of
 
the
 
Notes
 
or
 
the
 
Coupons
 
is
 
at
 
the
 
relevant
 
time
 
overdue.
 
The
substitution
 
shall
 
be
 
made
 
by
 
a
 
deed
 
poll
 
(the
Deed
 
Poll
),
 
to
 
be
 
substantially
 
in
 
the
 
form
exhibited to the Agency Agreement, and may take place only if:
(i)
 
the obligations of the Substitute under
 
the Deed Poll, the Notes
 
and the Coupons shall
be
 
unconditionally and
 
irrevocably guaranteed
 
by
 
Equinor
 
ASA (in
 
such capacity,
 
the
New
 
Guarantor
and such
 
guarantee, the
New Guarantee
) and
 
(in the
 
case of
 
Notes
having the benefit of the Guarantee) the Guarantor, by means of the Deed Poll;
(ii)
 
all action,
 
conditions and
 
things required
 
to be
 
taken, fulfilled
 
and done
 
(including the
obtaining
 
of
 
any
 
necessary
 
consents)
 
to
 
ensure
 
that
 
the
 
Deed
 
Poll,
 
the
 
Notes
 
and
Coupons represent
 
valid, legally
 
binding and
 
enforceable obligations
 
of the
 
Substitute
and
 
in
 
the
 
case
 
of
 
the
 
Deed
 
Poll
 
of
 
the
 
New
 
Guarantor
 
and
 
(in
 
the
 
case
 
of
 
Notes
having the benefit of the Guarantee) the Guarantor have
 
been taken, fulfilled and done
and are in full force and effect;
(iii)
 
the Substitute shall have become party to the Agency Agreement, with any appropriate
consequential amendments, as if it had been an original
 
party to it;
(iv)
 
each
 
stock
 
exchange
 
or
 
listing
 
authority
 
which
 
has
 
the
 
Notes
 
listed
 
on
 
such
 
stock
exchange
 
shall
 
have
 
confirmed
 
that
 
following
 
the
 
proposed
 
substitution
 
of
 
the
Substitute the Notes would continue to be listed on such stock exchange;
(v)
 
legal opinions addressed to the Noteholders shall have been delivered to them (care of
the Agent)
 
from a
 
lawyer or
 
firm of
 
lawyers with
 
a leading
 
securities practice
 
in (i)
 
the
Kingdom
 
of
 
Norway
 
and,
 
if
 
applicable,
 
any
 
Substitute
 
Jurisdiction
 
(as
 
defined
 
in
 
the
final paragraph of
 
this Condition 14 (
Substitution
)) and (ii)
 
England, in each
 
case as to
the
 
fulfilment
 
of
 
the
 
preceding
 
conditions
 
of
 
this
 
Condition
 
14
 
(
Substitution
)
 
and
 
the
other matters specified in the Deed Poll; and
(vi)
 
the
 
Issuer
 
shall
 
have
 
given
 
at
 
least
 
14
 
days'
 
prior
 
notice
 
of
 
such
 
substitution
 
to
 
the
Noteholders,
 
stating
 
that
 
copies,
 
or,
 
pending
 
execution,
 
the
 
agreed
 
text,
 
of
 
all
documents
 
in
 
relation
 
to
 
the
 
substitution which
 
are
 
referred
 
to
 
above,
 
or
 
which
 
might
otherwise
 
reasonably
 
be
 
regarded
 
as
 
material
 
to
 
Noteholders,
 
will
 
be
 
available
 
for
inspection
 
at
 
the
 
specified
 
office
 
of
 
each
 
of
 
the
 
Paying
 
Agents.
 
References
 
in
Condition
 
8
 
(
Events
 
of
 
Default
)
 
to
 
obligations
 
under
 
the
 
Notes
 
shall
 
be
 
deemed
 
to
include obligations under the Deed Poll, and the events listed in
 
Condition 8 (
Events of
Default
) shall be deemed to include the New Guarantee not being (or being claimed by
the
 
New
 
Guarantor
 
not
 
to
 
be)
 
in
 
full
 
force
 
and
 
effect
 
and
 
the
 
provisions of
 
Condition
8(c) to 8(e) (
Events of Default
) inclusive (other than the words "other
 
than in respect of
the
termination
of
the
Guarantee
pursuant
to
Condition
2(c)
(
Termination
of
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Guarantee
)"
 
in
 
Condition
 
8(e))
 
shall
 
be
 
deemed
 
to
 
apply
 
in
 
addition
 
to
 
the
 
New
Guarantor.
In connection with any proposed substitution pursuant to this
 
Condition 14 (
Substitution
), the
Issuer
 
(or
 
previously
 
substituted
 
company,
 
as
 
the
 
case
 
may
 
be)
 
or
 
Substitute
 
shall
 
not
 
be
required to have regard to, or be in any way liable for,
 
the consequences of such substitution
for
 
individual
 
Noteholders
 
or
 
the
 
Couponholders resulting
 
from
 
their
 
being
 
for
 
any
 
purpose
domiciled
 
or
 
resident
 
in,
 
or
 
otherwise
 
connected
 
with,
 
or
 
subject
 
to
 
the
 
jurisdiction
 
of,
 
any
particular
 
territory.
 
No
 
Noteholder
 
or
 
Couponholder
 
shall,
 
in
 
connection
 
with
 
any
 
such
substitution, be
 
entitled to
 
claim from
 
the Issuer
 
(or
 
previously substituted
 
company,
 
as the
case
 
may
 
be)
 
or
 
Substitute
 
any
 
indemnification
 
or
 
payment
 
in
 
respect
 
of
 
any
 
tax
consequence of
 
any such
 
substitution upon
 
such individual
 
Noteholders or
 
Couponholders,
except
 
to
 
the
 
extent
 
already
 
provided
 
in
 
Condition
 
6
 
(
Taxation
)
 
as
 
modified
 
in
 
accordance
with the following paragraph.
Where
 
a
 
substitution
 
takes
 
place
 
pursuant
 
to
 
this
 
Condition
 
14
 
(
Substitution
)
 
and
 
the
Substitute
 
is
 
subject,
 
by
 
reason
 
of
 
its
 
incorporation
 
or
 
residence
 
for
 
tax
 
purposes,
 
to
 
a
jurisdiction or any political subdivision
 
or any authority thereof
 
or therein having power to
 
tax
(the
Substitute
 
Jurisdiction
)
 
other than
 
the
 
Kingdom
 
of
 
Norway (or,
 
as the
 
case may
 
be,
the
 
jurisdiction
 
of
 
incorporation
 
or
 
residence
 
for
 
tax
 
purposes
 
of
 
the
 
preceding
 
substituted
company) or
 
any political subdivision
 
or any
 
authority thereof
 
or therein having
 
power to
 
tax
(the
Previous
 
Jurisdiction
),
 
references
 
to
 
the
 
Previous
 
Jurisdiction
 
in
 
Condition
 
5(b)
(
Redemption for Tax
 
Reasons
) and Condition
 
6 (
Taxation
) shall, in
 
respect of any
 
payments
to
 
be
 
made
 
by
 
the
 
Substitute
 
(but
 
not
 
in
 
respect
 
of
 
payments
 
to
 
be
 
made
 
by
 
(A)
 
the
 
New
Guarantor under
 
the
 
New Guarantee
 
or (B)
 
(in
 
the
 
case
 
of
 
Notes having
 
the
 
benefit of
 
the
Guarantee)
 
the
 
Guarantor),
 
be
 
deemed
 
to
 
be
 
replaced
 
by
 
references
 
to
 
the
 
Substitute
Jurisdiction,
 
and
 
Conditions
 
5(b)
 
(
Redemption
 
for
 
Tax
 
Reasons
)
 
and
 
6
 
(
Taxation
)
 
shall
 
be
deemed to be modified accordingly when the substitution takes place.
15.
 
Further Issues
The
 
Issuer
 
shall
 
be
 
at
 
liberty
 
from
 
time
 
to
 
time
 
without
 
the
 
consent
 
of
 
the
 
Noteholders
 
or
Couponholders to
 
create and
 
issue further
 
notes having
 
terms
 
and conditions
 
the
 
same as
the
 
Notes or
 
the
 
same in
 
all respects
 
save for
 
the amount
 
and date
 
of the
 
first payment
 
of
interest thereon and so that the same shall be consolidated and form a single Series with the
outstanding Notes.
16.
 
Contracts (Rights of
 
Third Parties) Act 1999
A person
 
who is
 
not a Noteholder
 
has no right
 
under the Contracts
 
(Rights of
 
Third Parties)
Act
 
1999
 
(the
 
Act)
 
to
 
enforce
 
any
 
term
 
of
 
the
 
Notes,
 
but
 
this
 
does
 
not
 
affect
 
any
 
right
 
or
remedy of a third party which exists or is available apart from
 
the Act.
17.
 
Governing Law and Submission
 
to Jurisdiction
(a)
 
The
 
Agency
 
Agreement,
 
the
 
Guarantee,
 
the
 
Notes
 
and
 
the
 
Coupons
 
and
 
any
 
non-
contractual obligations arising
 
out of
 
or in
 
connection with the
 
Agency Agreement, the
Guarantee,
 
the
 
Notes
 
and
 
the
 
Coupons
 
are
 
governed
 
by,
 
and
 
shall
 
be
 
construed
 
in
accordance with, English law.
(b)
 
Subject to
 
paragraph
, the
 
courts of
 
England are to
 
have jurisdiction to
 
settle
any
 
disputes
 
(including
 
a
 
dispute
 
relating
 
to
 
any
 
non-contractual
 
obligations)
 
which
may
 
arise out
 
of
 
or in
 
connection with
 
the Guarantee,
 
the
 
Notes or
 
the Coupons
 
and
accordingly
 
any
 
legal
 
action
 
or
 
proceedings
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
the
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Guarantee, the
 
Notes or
 
the Coupons
 
(
Proceedings
) may
 
be brought
 
in such
 
courts.
Each
 
of
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
irrevocably
 
submits
 
to
 
the
 
jurisdiction
 
of
 
such
courts
 
and
 
waives
 
any
 
objection
 
to
 
Proceedings
 
in
 
any
 
such
 
courts
 
whether
 
on
 
the
ground
 
of
 
venue
 
or
 
on
 
the
 
ground
 
that
 
the
 
Proceedings
 
have
 
been
 
brought
 
in
 
an
inconvenient forum.
(c)
 
This
 
paragraph
 
is
 
for
 
the
 
benefit
 
of
 
each
 
of
 
the
 
Noteholders
 
and
 
Couponholders
only.
 
To
 
the
 
extent
 
permitted
 
by
 
applicable
 
law,
 
each
 
of
 
the
 
Noteholders
 
and
Couponholders may
 
take Proceedings
 
against the
 
Issuer and/or
 
the Guarantor
 
in any
other
 
court
 
of
 
competent
 
jurisdiction
 
and
 
concurrent
 
Proceedings
 
in
 
any
 
number
 
of
jurisdictions.
(d)
 
Each
 
of
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
irrevocably
 
appoints
 
Equinor
 
UK
 
Limited
 
at
 
its
registered
 
office
 
in
 
England
 
for
 
the
 
time
 
being
 
at
 
One
 
Kingdom
 
Street,
 
Paddington
Central, London W2
 
6BD to receive
 
service of process
 
in any Proceedings
 
in England
based on any of
 
the Notes or Coupons. If
 
for any reason the
 
Issuer or Guarantor does
not have
 
such an agent
 
in England, it
 
will promptly appoint
 
a substitute process
 
agent
and notify the Noteholders
 
of such appointment. Nothing herein
 
shall affect the right
 
to
serve process in any other manner permitted by law.
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AGENT
The Bank of New
 
York Mellon, London
Branch One Canada Square
London E14
 
5AL
United Kingdom
PAYING
 
AGENT
The Bank of New York Mellon SA/NV, Luxembourg Branch
Vertigo Building - Polaris
2-4 rue,
 
Eugène
Ruppert L-2453
Luxembourg
and/or such other or further Agent and other or further Paying
 
Agents and/or specified offices as
may from time to time be duly appointed by the Issuer and notice of
 
which has been given to the
Noteholders.
0010155-0003327 UKO2:
 
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SCHEDULE 2
FORMS OF GLOBAL AND
 
DEFINITIVE NOTES, COUPONS
 
AND TALONS
PART 1
FORM OF TEMPORARY GLOBAL NOTE
EQUINOR ASA
TEMPORARY GLOBAL NOTE
Unconditionally and (subject to
 
Condition 2(c)) irrevocably
guaranteed by EQUINOR ENERGY AS
This
 
Global
 
Note is
 
a Temporary
 
Global
 
Note in
 
respect of
 
a duly
 
authorised issue
 
of
 
Notes (the
Notes
) of Equinor ASA (the
Issuer
) described, and having the provisions specified, in Part A of the
attached Final Terms
 
(the
Final Terms
).
 
References in this Global Note to
 
the Conditions shall be
to
 
the
 
Terms
 
and
 
Conditions of
 
the
 
Notes other
 
than
 
VPS
 
Notes
 
as set
 
out
 
in
 
Schedule 1
 
to
 
the
Agency Agreement (as defined
 
below) as completed by
 
the information set out
 
in the Final Terms,
but in
 
the event
 
of any
 
conflict between the
 
provisions of (a)
 
that Schedule or
 
(b) this
 
Global Note
and the information set out in the Final Terms, the Final Terms
 
will prevail.
Words and
 
expressions defined or
 
set out in
 
the Conditions and/or
 
the Final Terms
 
shall have the
same meaning when used in this Global Note.
This
 
Global
 
Note
 
is
 
issued
 
subject
 
to,
 
and
 
with
 
the
 
benefit
 
of,
 
the
 
Conditions
 
and
 
an
 
Agency
Agreement (the
Agency
 
Agreement
,
 
which expression
 
shall be
 
construed as
 
a reference
 
to that
agreement as
 
the
 
same may
 
be amended,
 
supplemented, novated
 
or restated
 
from time
 
to time)
dated
 
13
 
May
 
2020
 
and
 
made
 
between
 
the
 
Issuer,
 
Equinor
 
Energy
 
AS
 
as
 
guarantor
 
(the
Guarantor
), The Bank of New York Mellon (the
Agent
) and the other agents named in it.
For value received the Issuer, subject to and
 
in accordance with the Conditions, promises to pay to
the bearer
 
of this
 
Global Note
 
on the
 
Maturity Date
 
and/or on
 
such earlier
 
date(s) as
 
all or
 
any of
the Notes represented by this
 
Global Note may become due and
 
repayable in accordance with the
Conditions, the
 
amount payable
 
under the
 
Conditions in
 
respect of
 
the Notes
 
represented by
 
this
Global
 
Note
 
on
 
each
 
such
 
date
 
and
 
to
 
pay
 
interest
 
(if
 
any)
 
on
 
the
 
nominal amount
 
of
 
the
 
Notes
from
 
time
 
to
 
time
 
represented
 
by
 
this
 
Global
 
Note
 
calculated
 
and
 
payable
 
as
 
provided
 
in
 
the
Conditions
 
together
 
with
 
any
 
other
 
sums
 
payable under
 
the
 
Conditions,
 
upon
 
(if
 
the
 
Final
 
Terms
indicates
 
that
 
this
 
Global
 
Note
 
is
 
not
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note)
 
presentation
 
and,
 
at
maturity,
 
surrender
 
of
 
this Global
 
Note to
 
or
 
to
 
the
 
order
 
of
 
the
 
Agent or
 
any
 
of
 
the
 
other
 
paying
agents located
 
outside the
 
United States
 
(except as
 
provided in
 
the Conditions)
 
from time
 
to time
appointed by the Issuer
 
and the Guarantor
 
in respect of the
 
Notes, but in each
 
case subject to the
requirements as to certification provided below.
If the Final Terms
 
indicates that this Global Note is intended to
 
be a New
 
Global Note, the nominal
amount of Notes represented by this Global Note shall be the aggregate nominal amount from time
to
 
time
 
entered
 
in
 
the
 
records
 
of
 
both
 
Euroclear
 
Bank
 
SA/NV
 
and
 
Clearstream
 
Banking
 
S.A.
(together,
 
the
relevant Clearing
 
Systems
).
 
The records
 
of the
 
relevant Clearing
 
Systems (which
expression in this
 
Global Note means
 
the records that
 
each relevant Clearing
 
System holds for
 
its
customers which
 
reflect the
 
amount of
 
such customer's
 
interest in
 
the
 
Notes) shall
 
be conclusive
evidence of the nominal amount of Notes represented by this Global Note and, for
 
these purposes,
a
 
statement
 
issued
 
by
 
a
 
relevant
 
Clearing
 
System
 
stating
 
the
 
nominal
 
amount
 
of
 
Notes
represented
 
by
 
this
 
Global
 
Note
 
at
 
any
 
time
 
(which
 
statement
 
shall
 
be
 
made
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available to
 
the
 
bearer
 
upon request)
 
shall be
 
conclusive evidence
 
of
 
the records
 
of the
 
relevant
Clearing System at that time.
If
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
not
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
 
the
nominal
 
amount
 
of
 
the
 
Notes
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
 
the
 
amount
 
stated
 
in
 
the
Final Terms
 
or, if
 
lower, the
 
nominal amount most recently
 
entered by or on
 
behalf of the
 
Issuer in
the relevant column in Part 2 or 3 of Schedule One or in Schedule
 
Two.
On any
 
redemption or payment
 
of interest being
 
made in respect
 
of, or
 
purchase and cancellation
of, any of the Notes represented by this Global Note the Issuer shall
 
procure that:
(a)
 
if
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
details
 
of
 
such
 
redemption,
 
payment
 
or
 
purchase
 
and
 
cancellation
 
(as
 
the
 
case
 
may
 
be)
shall
 
be
 
entered
 
pro
 
rata
 
in
 
the
 
records
 
of
 
the
 
relevant
 
Clearing
 
Systems
 
and,
 
upon
 
any
such
 
entry
 
being
 
made,
 
the
 
nominal
 
amount
 
of
 
the
 
Notes
 
recorded
 
in
 
the
 
records
 
of
 
the
relevant
 
Clearing
 
Systems
 
and
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
 
reduced
 
by
 
the
aggregate nominal amount of the Notes so redeemed or purchased
 
and cancelled; or
(b)
 
if the
 
Final Terms
 
indicates that this
 
Global Note
 
is not
 
intended to
 
be a
 
New Global
 
Note,
details
 
of
 
such
 
redemption,
 
payment
 
or
 
purchase
 
and
 
cancellation
 
(as
 
the
 
case
 
may
 
be)
shall be
 
entered by
 
or
 
on behalf
 
of the
 
Issuer in
 
Schedule One
 
and the
 
relevant space
 
in
Schedule One
 
recording any
 
such redemption,
 
payment or
 
purchase and
 
cancellation (as
the case may be) shall be signed
 
by or on behalf of the Issuer.
 
Upon any such redemption,
purchase
 
and
 
cancellation,
 
the
 
nominal
 
amount
 
of
 
the
 
Notes
 
represented
 
by
 
this
 
Global
Note shall be
 
reduced by the
 
nominal amount of the
 
Notes so redeemed or
 
purchased and
cancelled.
Payments
 
due
 
in
 
respect
 
of
 
Notes
 
for
 
the
 
time
 
being
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
made
 
to
 
the
 
bearer
 
of
 
this
 
Global
 
Note
 
and
 
each
 
payment
 
so
 
made
 
will
 
discharge
 
the
 
Issuer's
obligations
 
in
 
respect
 
thereof.
 
Any
 
failure
 
to
 
make
 
the
 
entries
 
referred
 
to
 
above
 
shall
 
not
 
affect
such discharge.
Prior to
 
the Exchange
 
Date (as
 
defined below),
 
all payments
 
(if any)
 
on this
 
Global Note
 
will only
be
 
made
 
to
 
the
 
bearer
 
hereof
 
to
 
the
 
extent
 
that
 
there
 
is
 
presented
 
to
 
the
 
Agent
 
by
 
a
 
relevant
Clearing System a certificate to the effect that it has received from or in respect of a person entitled
to
 
a
 
particular
 
nominal
 
amount
 
of
 
the
 
Notes
 
(as
 
shown
 
by
 
its
 
records)
 
a
 
certificate
 
of
 
non-US
beneficial ownership in the form required by it.
 
The bearer of this Global Note will not be entitled to
receive any
 
payment of
 
interest
 
due on
 
or
 
after the
 
Exchange Date
 
unless upon
 
due certification
exchange of this Global Note is improperly
 
withheld or refused.
On or
 
after the
 
date (the
Exchange Date
) which
 
is 40
 
days after
 
the Issue
 
Date this
 
Global Note
may be exchanged in whole or in part (free of charge) for, as specified in the Final Terms, either:
(a)
 
security printed Definitive Notes
 
and (if applicable) Coupons
 
and Talons
 
in the form
 
set out
in
 
Part
 
3,
 
Part
 
4
 
and
 
Part
 
5 respectively
 
of
 
Schedule 2
 
to
 
the
 
Agency Agreement
 
(on
 
the
basis
 
that
 
all
 
the
 
appropriate
 
details
 
have
 
been
 
included
 
on
 
the
 
face
 
of
 
such
 
Definitive
Notes
 
and
 
(if
 
applicable)
 
Coupons
 
and
 
Talons
 
and
 
the
 
Final
 
Terms
 
(or
 
the
 
relevant
provisions
 
of
 
the
 
Final
 
Terms)
 
have
 
been
 
endorsed
 
on
 
or
 
attached
 
to
 
such
 
Definitive
Notes); or
(b)
 
either,
 
(i) if
 
the Final
 
Terms
 
indicates that
 
this Global
 
Note is
 
intended to
 
be a
 
New Global
Note,
 
interests
 
recorded
 
in
 
the
 
records
 
of
 
the
 
relevant
 
Clearing
 
Systems
 
in
 
a
 
Permanent
Global Note or,
 
(ii) if the
 
Final Terms
 
indicates that this Global
 
Note is not
 
intended to be
 
a
New Global
 
Note, a
 
Permanent Global
 
Note, which,
 
in either
 
case, is
 
in or
 
substantially in
the form
 
set out
 
in Part
 
2 of
 
Schedule 6
 
to the
 
Agency Agreement
 
(together with
 
the Final
Terms
 
attached to it),
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in each
 
case upon
 
notice being
 
given by
 
a relevant
 
Clearing System
 
acting on
 
the instructions
 
of
any holder of an interest in this Global Note.
If
 
Definitive
 
Notes
 
and
 
(if
 
applicable)
 
Coupons
 
and/or
 
Talons
 
have
 
already
 
been
 
issued
 
in
exchange for all the
 
Notes represented for the time
 
being by the Permanent Global
 
Note, then this
Global
 
Note
 
may
 
only
 
thereafter
 
be
 
exchanged
 
for
 
Definitive
 
Notes
 
and
 
(if
 
applicable)
 
Coupons
and/or Talons
 
in accordance with the terms of this Global Note.
This
 
Global
 
Note may
 
be
 
exchanged by
 
the
 
bearer
 
hereof
 
on
 
any
 
day
 
(other
 
than
 
a
 
Saturday or
Sunday) on
 
which banks
 
are open
 
for general
 
business in
 
London.
 
The Issuer
 
shall procure
 
that,
as appropriate, (i)
 
the Definitive Notes
 
or (as the
 
case may be)
 
the Permanent Global
 
Note issued
and delivered,
 
or (ii)
 
the interests
 
in the
 
Permanent Global
 
Note (where
 
the Final
 
Terms
 
indicates
that this
 
Global Note
 
is intended to
 
be a
 
New Global Note)
 
shall be
 
recorded in
 
the records
 
of the
relevant
 
Clearing
 
System,
 
in
 
each
 
case
 
in
 
exchange
 
for
 
only
 
that
 
portion
 
of
 
this
 
Global
 
Note
 
in
respect
 
of
 
which
 
there
 
shall
 
have
 
been
 
presented
 
to
 
the
 
Agent
 
by
 
a
 
relevant
 
Clearing
 
System
 
a
certificate
 
to
 
the
 
effect
 
that
 
it
 
has
 
received
 
from
 
or
 
in
 
respect
 
of
 
a
 
person
 
entitled
 
to
 
a
 
beneficial
interest in
 
a particular
 
nominal amount
 
of the
 
Notes (as
 
shown by
 
its records)
 
a certificate
 
of non-
US
 
beneficial
 
ownership
 
from
 
such
 
person
 
in
 
the
 
form
 
required
 
by
 
it.
 
The
 
aggregate
 
nominal
amount
 
of
 
Definitive Notes
 
or
 
interests in
 
a
 
Permanent Global
 
Note issued
 
upon
 
an exchange
 
of
this Global Note will, subject to the terms
 
hereof, be equal to the aggregate nominal amount of
 
this
Global Note submitted by the bearer for exchange.
On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the
order of the Agent.
 
On an exchange of part only of this Global Note, the Issuer
 
shall procure that:
(a)
 
if
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
details
 
of such
 
exchange shall
 
be entered
 
pro rata
 
in the
 
records of
 
the
 
relevant Clearing
Systems; or
(b)
 
if the
 
Final Terms
 
indicates that this
 
Global Note
 
is not
 
intended to
 
be a
 
New Global
 
Note,
details
 
of
 
such
 
exchange
 
shall
 
be
 
entered
 
by
 
or
 
on
 
behalf
 
of
 
the
 
Issuer
 
in
 
Schedule
 
Two
and the relevant space
 
in Schedule Two
 
recording such exchange shall be
 
signed by or on
behalf
 
of
 
the
 
Issuer,
 
whereupon
 
the
 
nominal
 
amount
 
of
 
this
 
Global
 
Note
 
and
 
the
 
Notes
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
 
reduced
 
by
 
the
 
nominal
 
amount
 
so
 
exchanged.
On
 
any
 
exchange
 
of
 
this
 
Global
 
Note
 
for
 
a
 
Permanent
 
Global
 
Note,
 
details
 
of
 
such
exchange
 
shall
 
also
 
be
 
entered
 
by
 
or
 
on
 
behalf
 
of
 
the
 
Issuer
 
in
 
Schedule
 
Two
 
to
 
the
Permanent Global
 
Note and
 
the relevant
 
space in
 
Schedule Two
 
to the
 
Permanent Global
Note recording such exchange shall be signed by or on behalf of the
 
Issuer.
Until
 
the
 
exchange
 
of
 
the
 
whole
 
of
 
this
 
Global
 
Note,
 
the
 
bearer
 
of
 
this
 
Global
 
Note
 
shall
 
in
 
all
respects (except
 
as otherwise
 
provided in
 
this Global
 
Note) be
 
entitled to
 
the same
 
benefits as
 
if
he were the bearer of Definitive Notes and the
 
relative Coupons and/or Talons
 
(if any) represented
by
 
this
 
Global
 
Note.
 
Accordingly,
 
except
 
as
 
ordered
 
by
 
a
 
court
 
of
 
competent
 
jurisdiction
 
or
 
as
required by law or
 
applicable regulation, the Issuer and
 
any Paying Agent may deem
 
and treat the
holder of this Global Note as the
 
absolute owner of this Global Note for all purposes.
In the event
 
that this Global
 
Note (or any
 
part of it)
 
has become due
 
and repayable in
 
accordance
with the
 
Conditions or
 
that the
 
Maturity Date
 
(if any)
 
has occurred
 
and, in
 
either case,
 
payment in
full of
 
the amount
 
due has
 
not been
 
made to
 
the bearer
 
in accordance
 
with the
 
provisions set
 
out
above,
 
then
 
from
 
8.00
 
p.m.
 
(London
 
time)
 
on
 
such
 
day
 
each
 
Noteholder
 
will
 
become
 
entitled
 
to
proceed directly against the Issuer on, and subject to, the terms of the Deed of Covenant executed
by
 
the
 
Issuer
 
on
 
13
 
May
 
2020
 
(as
 
amended,
 
supplemented,
 
novated
 
and/or
 
restated
 
as
 
at
 
the
Issue
 
Date)
 
in
 
respect
 
of
 
the
 
Notes
 
and
 
the
 
bearer
 
will
 
have
 
no
 
further
 
rights
 
under
 
this
 
Global
Note (but without
 
prejudice to the rights
 
which the bearer or
 
any other person may
 
have under the
Deed of Covenant).
 
 
 
 
0010155-0003327 UKO2:
 
2004375908.9
95
No
 
rights
 
are
 
conferred on
 
any
 
person
 
under the
 
Contracts (Rights
 
of
 
Third
 
Parties)
 
Act
 
1999 to
enforce
 
any
 
term
 
of
 
this
 
Global
 
Note,
 
but
 
this
 
does
 
not
 
affect
 
any
 
right
 
or
 
remedy
 
of
 
any
 
person
which exists or is available apart from that Act.
If
 
any
 
provision
 
in
 
or
 
obligation
 
under
 
this
 
Global
 
Note
 
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 Global Note, 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 Global Note.
This
 
Global
 
Note
 
and
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
it
 
are
governed by, and shall be construed in accordance with, English law.
This
 
Global
 
Note
 
shall
 
not
 
be
 
valid
 
unless
 
authenticated
 
by
 
the
 
Agent
 
and,
 
if
 
the
 
Final
 
Terms
indicates that this Global Note is intended to be a NGN (i) which is intended to be held in
 
a manner
which
 
would
 
allow
 
Eurosystem
 
eligibility
 
or
 
(ii)
 
in
 
respect
 
of
 
which
 
effectuation
 
is
 
applicable,
effectuated by the entity
 
appointed as common safe-keeper by the relevant Clearing Systems.
IN WITNESS
whereof the Issuer has caused
 
this Global Note to be duly
 
executed on its behalf.
EQUINOR ASA
By:
Authenticated without
 
recourse,
warranty or liability by
THE
 
BANK
 
OF
 
NEW
 
YORK
MELLON
By:
Effectuated without
recourse, warranty or
liability by
...................................................
as common safekeeper
By:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0010155-0003327 UKO2:
 
2004375908.9
96
SCHEDULE ONE TO
 
THE TEMPORARY GLOBAL NOTE
1
PART 1
INTEREST PAYMENTS
Date made
Total
 
amount of interest
payable
Amount of interest paid
Confirmation of payment
on
behalf of the Issuer
1
 
Schedule One should
 
only be completed where
 
the Final Terms indicates that this Global
 
Note is not intended
 
to be a New
Global Note.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
this amount.
0010155-0003327 UKO2:
 
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97
PART 2
REDEMPTIONS
Date made
Total
 
amount
of principal
payable
Amount of
 
principal
paid
Remaining nominal
amount of
 
this
Global Note
following such
redemption
*
Confirmation of
redemption on
behalf of the Issuer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
this amount.
0010155-0003327 UKO2:
 
2004375908.9
98
PART 3
PURCHASES AND CANCELLATIONS
Date made
Part of
 
nominal
amount of this Global
Note
purchased and cancelled
Remaining nominal
amount of this
 
Global Note
following such purchase
and
cancellation
*
Confirmation of
purchase and
cancellation on
 
behalf
of the Issuer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0010155-0003327 UKO2:
 
2004375908.9
99
SCHEDULE TWO TO THE
 
TEMPORARY GLOBAL NOTE
2
EXCHANGES
FOR DEFINITIVE NOTES
 
OR PERMANENT GLOBAL
 
NOTE
The following exchanges of a part of this Global Note
 
for Definitive Notes or a Permanent Global
Note have been made:
Date made
Nominal amount of this
Global Note
 
exchanged for
Definitive Notes or a
Permanent Global Note
Remaining nominal
amount of
 
this Global
Note
following such exchange
*
Notation made
 
on
behalf of the Issuer
2
 
Schedule Two should only be
 
completed where the
 
Final Terms indicates that this Global Note
 
is not intended to
 
be a New
Global Note.
*
 
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
 
this amount.
0010155-0003327 UKO2:
 
2004375908.9
100
PART 2
FORM OF PERMANENT
 
GLOBAL NOTE
ANY
 
UNITED
 
STATES
 
PERSON
 
WHO
 
HOLDS
 
THIS
 
OBLIGATION
 
WILL
 
BE
 
SUBJECT
 
TO
LIMITATIONS
 
UNDER
 
THE
 
UNITED
 
STATES
 
INCOME
 
TAX
 
LAWS
 
INCLUDING
 
THE
LIMITATIONS
 
PROVIDED
 
IN
 
SECTIONS
 
165(J)
 
AND
 
1287(A)
 
OF
 
THE
 
INTERNAL
 
REVENUE
CODE.
EQUINOR ASA
PERMANENT GLOBAL
 
NOTE
Unconditionally and (subject to
 
Condition 2(c)) irrevocably
guaranteed by EQUINOR ENERGY AS
This Global
 
Note is
 
a Permanent
 
Global Note
 
in respect
 
of
 
a duly
 
authorised issue
 
of
 
Notes (the
Notes
) of Equinor ASA (the
Issuer
) described, and having the provisions specified, in Part A of the
attached Final Terms
 
(the
Final Terms
).
 
References in this Global Note to
 
the Conditions shall be
to
 
the
 
Terms
 
and
 
Conditions of
 
the
 
Notes other
 
than
 
VPS
 
Notes
 
as set
 
out
 
in
 
Schedule 1
 
to
 
the
Agency Agreement (as defined
 
below) as completed by
 
the information set out
 
in the Final Terms,
but in
 
the event
 
of any
 
conflict between the
 
provisions of (a)
 
that Schedule or
 
(b) this
 
Global Note
and the information set out in the Final Terms, the Final Terms
 
will prevail.
Words and
 
expressions defined or
 
set out in
 
the Conditions and/or
 
the Final Terms
 
shall have the
same meaning when used in this Global Note.
This
 
Global
 
Note
 
is
 
issued
 
subject
 
to,
 
and
 
with
 
the
 
benefit
 
of,
 
the
 
Conditions
 
and
 
an
 
Agency
Agreement (the
Agency
 
Agreement
,
 
which expression
 
shall be
 
construed as
 
a reference
 
to that
agreement as
 
the
 
same may
 
be amended,
 
supplemented, novated
 
or restated
 
from time
 
to time)
dated 13 May 2020 and
 
made between the Issuer,
 
Equinor Energy AS (the
Guarantor
), The Bank
of New York Mellon (the
Agent
) and the other agents named in it.
For value received the Issuer, subject to and
 
in accordance with the Conditions, promises to pay to
the bearer
 
of this
 
Global Note
 
on the
 
Maturity Date
 
and/or on
 
such earlier
 
date(s) as
 
all or
 
any of
the Notes represented by this
 
Global Note may become due and
 
repayable in accordance with the
Conditions, the
 
amount payable
 
under the
 
Conditions in
 
respect of
 
the Notes
 
represented by
 
this
Global
 
Note
 
on
 
each
 
such
 
date
 
and
 
to
 
pay
 
interest
 
(if
 
any)
 
on
 
the
 
nominal amount
 
of
 
the
 
Notes
from
 
time
 
to
 
time
 
represented
 
by
 
this
 
Global
 
Note
 
calculated
 
and
 
payable
 
as
 
provided
 
in
 
the
Conditions
 
together
 
with
 
any
 
other
 
sums
 
payable under
 
the
 
Conditions,
 
upon
 
(if
 
the
 
Final
 
Terms
indicates
 
that
 
this
 
Global
 
Note
 
is
 
not
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note)
 
presentation
 
and,
 
at
maturity,
 
surrender
 
of
 
this Global
 
Note to
 
or
 
to
 
the
 
order
 
of
 
the
 
Agent or
 
any
 
of
 
the
 
other
 
paying
agents located
 
outside the
 
United States
 
(except as
 
provided in
 
the Conditions)
 
from time
 
to time
appointed by the Issuer and the Guarantor in respect of the Notes.
If the Final Terms
 
indicates that this Global Note is intended
 
to be a New Global Note,
 
the nominal
amount of Notes
 
represented by this Global
 
Note shall be
 
the aggregate amount from
 
time to time
entered in the records
 
of both Euroclear Bank SA/NV and
 
Clearstream Banking S.A. (together,
 
the
relevant
 
Clearing
 
Systems
).
 
The records
 
of the
 
relevant Clearing
 
Systems (which
 
expression in
this
 
Global
 
Note
 
means
 
the
 
records
 
that
 
each
 
relevant
 
Clearing
 
System
 
holds
 
for
 
its
 
customers
which reflect
 
the amount of
 
such customer's
 
interest in the
 
Notes) shall be
 
conclusive evidence of
the nominal amount of Notes represented by this Global Note and, for these purposes, a statement
issued
 
by
 
a
 
relevant
 
Clearing
 
System
 
stating
 
the
 
nominal
 
amount
 
of
 
Notes
 
represented
 
by
 
this
Global
 
Note
 
at
 
any
 
time
 
(which
 
statement
 
shall
 
be
 
made
0010155-0003327 UKO2:
 
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101
available to
 
the
 
bearer
 
upon request)
 
shall be
 
conclusive evidence
 
of
 
the
 
records
 
of the
 
relevant
Clearing System at that time.
If
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
not
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
 
the
nominal
 
amount
 
of
 
the
 
Notes
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
 
the
 
aggregate
 
nominal
amount stated
 
in the
 
Final Terms
 
or,
 
if lower,
 
the nominal
 
amount most
 
recently entered
 
by or
 
on
behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule
 
One or in Schedule Two.
On any
 
redemption or payment
 
of interest being
 
made in
 
respect of, or
 
purchase and cancellation
of, any of the Notes represented by this Global Note the Issuer shall
 
procure that:
(i)
 
if
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
details
 
of
 
such
 
redemption,
 
payment
 
or
 
purchase
 
and
 
cancellation
 
(as
 
the
 
case
 
may
 
be)
shall
 
be
 
entered
 
pro
 
rata
 
in
 
the
 
records
 
of
 
the
 
relevant
 
Clearing
 
Systems
 
and,
 
upon
 
any
such
 
entry
 
being
 
made,
 
the
 
nominal
 
amount
 
of
 
the
 
Notes
 
recorded
 
in
 
the
 
records
 
of
 
the
relevant
 
Clearing
 
Systems
 
and
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
 
reduced
 
by
 
the
aggregate nominal amount of the Notes so redeemed or purchased
 
and cancelled; or
(ii)
 
if the
 
Final Terms
 
indicates that this
 
Global Note
 
is not
 
intended to
 
be a
 
New Global
 
Note,
details
 
of
 
such
 
redemption,
 
payment
 
or
 
purchase
 
and
 
cancellation
 
(as
 
the
 
case
 
may
 
be)
shall be
 
entered by
 
or
 
on behalf
 
of the
 
Issuer in
 
Schedule One
 
and the
 
relevant space
 
in
Schedule One
 
recording any
 
such redemption,
 
payment or
 
purchase and
 
cancellation (as
the case may
 
be) shall be
 
signed by or
 
on behalf of the
 
Issuer.
 
Upon any such redemption
or purchase
 
and cancellation, the
 
nominal amount
 
of the
 
Notes represented
 
by this
 
Global
Note shall be
 
reduced by the
 
nominal amount of the
 
Notes so redeemed or
 
purchased and
cancelled.
Payments
 
due
 
in
 
respect
 
of
 
Notes
 
for
 
the
 
time
 
being
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
made
 
to
 
the
 
bearer
 
of
 
this
 
Global
 
Note
 
and
 
each
 
payment
 
so
 
made
 
will
 
discharge
 
the
 
Issuer's
obligations
 
in
 
respect
 
thereof.
 
Any
 
failure
 
to
 
make
 
the
 
entries
 
referred
 
to
 
above
 
shall
 
not
 
affect
such discharge.
Where the Notes
 
have initially been represented
 
by one or
 
more Temporary
 
Global Notes, on
 
any
exchange of any such Temporary
 
Global Note for this Global Note or any part of
 
it, the Issuer shall
procure that:
(i)
 
if
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
details of
 
such exchange shall
 
be entered
 
in the
 
records of
 
the relevant Clearing
 
Systems;
or
(ii)
 
if the
 
Final Terms
 
indicates that this
 
Global Note
 
is not
 
intended to
 
be a
 
New Global
 
Note,
details
 
of
 
such
 
exchange
 
shall
 
be
 
entered
 
by
 
or
 
on
 
behalf
 
of
 
the
 
Issuer
 
in
 
Schedule
 
Two
and the
 
relevant space
 
in Schedule
 
Two
 
recording any
 
such exchange
 
shall be
 
signed by
or on behalf of
 
the Issuer,
 
whereupon the nominal amount of the
 
Notes represented by this
Global Note shall be increased by the nominal amount any such Temporary
 
Global Note so
exchanged.
In
 
certain
 
circumstances
 
further
 
notes
 
may
 
be
 
issued
 
which
 
are
 
intended
 
on
 
issue
 
to
 
be
consolidated
 
and
 
form
 
a
 
single
 
Series
 
with
 
the
 
Notes.
 
In
 
such
 
circumstances
 
the
 
Issuer
 
shall
procure that:
(i)
 
if
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
details
 
of
 
such
 
further
 
notes
 
shall
 
be
 
entered
 
in
 
the
 
records
 
of
 
the
 
relevant
 
Clearing
Systems such
 
that the
 
nominal amount
 
of Notes
 
represented by
 
this Global
 
Note shall
 
be
increased by the amount of such further notes so issued; or
0010155-0003327 UKO2:
 
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(ii)
 
if the
 
Final Terms
 
indicates that this
 
Global Note
 
is not
 
intended to
 
be a
 
New Global
 
Note,
details of such further
 
notes shall be entered by
 
or on behalf of the
 
Issuer in Schedule Two
and the
 
relevant space
 
in
 
Schedule
 
Two
 
recording
 
such
 
further
 
notes
 
shall
 
be
 
signed
 
by
or
 
on behalf
 
of
 
the
 
Issuer,
0010155-0003327 UKO2:
 
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whereupon the nominal amount of the Notes represented by this
 
Global Note shall be
increased by
 
the nominal amount of any such further notes so issued.
This
 
Global
 
Note may
 
be exchanged
 
in whole
 
but
 
not
 
in
 
part (free
 
of
 
charge) for
 
security printed
Definitive Notes and (if applicable) Coupons and/or Talons
 
in the form set out in
 
Part 3, Part 4
 
and
Part
 
5 respectively
 
of Schedule
 
2 to
 
the Agency
 
Agreement (on
 
the
 
basis that
 
all the
 
appropriate
details
 
have
 
been
 
included on
 
the
 
face
 
of
 
such Definitive
 
Notes
 
and (if
 
applicable)
 
Coupons and
Talons
 
and the Final Terms
 
(or the
 
relevant provisions of the Final Terms)
 
have been endorsed on
or attached to such Definitive Notes) either,
 
as specified in the Final Terms:
(a)
 
upon not less than 60 days' written notice being given to the Agent by Euroclear and/or
Clearstream,
Luxembourg acting on the
 
instructions of any holder
 
of an interest in
 
this Global Note; or
(b)
 
only upon the occurrence
 
of an Exchange Event.
An
Exchange Event
means:
(i)
 
an Event of Default (as defined
 
in Condition 8) has occurred
 
and is continuing; or
(ii)
 
the Issuer
 
has been
 
notified that
 
both the
 
relevant Clearing
 
Systems have
 
been closed
 
for
business for
 
a continuous
 
period of
 
14 days
 
(other than
 
by reason
 
of holiday,
 
statutory or
otherwise) or
 
have announced
 
an intention
 
permanently to
 
cease business
 
or have
 
in fact
done so and no successor clearing system is available.
If this Global Note is
 
only exchangeable following
 
the occurrence of an Exchange
 
Event:
(A)
 
the
 
Issuer
 
will
 
promptly
 
give
 
notice
 
to
 
Noteholders
 
in
 
accordance
 
with
 
Condition
 
12
 
upon
the occurrence of an Exchange Event; and
(B)
 
in the event of the occurrence of any Exchange Event, one or more of the relevant Clearing
Systems acting on the instructions
 
of any holder of an
 
interest in this Global Note
 
may give
notice to
 
the Agent
 
requesting exchange.
 
Any such
 
exchange shall
 
occur no
 
later than
 
45
days after the date of receipt of the first relevant notice by the Agent.
Any such
 
exchange will
 
be made
 
on any
 
day (other
 
than
 
a Saturday
 
or Sunday)
 
on which
 
banks
are open for general business in London by the bearer of
 
this Global Note.
 
On an exchange of this
Global Note, this
 
Global Note shall
 
be surrendered to
 
or to the
 
order of the
 
Agent.
 
The aggregate
nominal amount
 
of Definitive
 
Notes issued
 
upon an
 
exchange of
 
this Global
 
Note will
 
be equal
 
to
the aggregate nominal amount of this Global Note
 
at the time of such exchange.
Until the
 
exchange of
 
this Global
 
Note, the
 
bearer of
 
this Global
 
Note shall
 
in all
 
respects (except
as otherwise provided in this Global Note) be entitled
 
to the same benefits as if he were the
 
bearer
of
 
Definitive
 
Notes
 
and
 
the
 
relative
 
Coupons
 
and/or
 
Talons
 
(if
 
any)
 
represented
 
by
 
this
 
Global
Note.
 
Accordingly,
 
except as
 
ordered by
 
a court of
 
competent jurisdiction or
 
as required by
 
law or
applicable
 
regulation,
 
the
 
Issuer
 
and
 
any
 
Paying
 
Agent
 
may
 
deem
 
and
 
treat
 
the
 
holder
 
of
 
this
Global Note as the absolute owner of this Global Note for all purposes.
In
 
the
 
event
 
that
 
(a)
 
this
 
Global
 
Note
 
(or
 
any
 
part
 
of
 
it)
 
has
 
become
 
due
 
and
 
repayable
 
in
accordance with the Conditions or that the Maturity Date has occurred
 
and, in either case, payment
in full of the amount due has not been made to the bearer in accordance with the provisions set out
above, or
 
(b) following
 
an Exchange
 
Event,
 
this
 
Global
 
Note
 
is
 
not
 
duly
 
exchanged
 
for
 
definitive
Notes
 
by the
 
day provided
 
above,
 
then
 
from
8.00
 
p.m.
 
(London
 
time)
 
on
 
such
 
day
 
each
 
Noteholder
 
will
 
become
 
entitled
 
to
 
proceed
 
directly
against the Issuer on, and subject to, the terms of the Deed of Covenant executed by the Issuer on
13
 
May
 
2020
 
(as
 
amended,
 
supplemented,
 
novated
 
and/or
 
restated
 
as
 
at
 
the
 
Issue
 
Date)
 
in
0010155-0003327 UKO2:
 
2004375908.9
104
respect of the Notes
 
and the bearer
 
 
 
 
0010155-0003327 UKO2:
 
2004375908.9
105
will
 
have
 
no
 
further
 
rights
 
under
 
this
 
Global
 
Note
 
(but
 
without
 
prejudice
 
to
 
the
 
rights
 
which
 
the
bearer or any other person may have under the Deed of Covenant).
No
 
rights
 
are
 
conferred on
 
any
 
person
 
under the
 
Contracts (Rights
 
of
 
Third
 
Parties)
 
Act
 
1999
 
to
enforce
 
any
 
term
 
of
 
this
 
Global
 
Note,
 
but
 
this
 
does
 
not
 
affect
 
any
 
right
 
or
 
remedy
 
of
 
any
 
person
which exists or is available apart from that Act.
If
 
any
 
provision
 
in
 
or
 
obligation
 
under
 
this
 
Global
 
Note
 
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 Global Note, 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 Global Note.
This
 
Global
 
Note
 
and
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
it
 
are
governed by, and shall be construed in accordance with, English law.
This
 
Global
 
Note
 
shall
 
not
 
be
 
valid
 
unless
 
authenticated
 
by
 
the
 
Agent
 
and,
 
if
 
the
 
Final
 
Terms
indicates that this Global Note is intended to be a NGN (i) which is intended to be held in a
 
manner
which
 
would
 
allow
 
Eurosystem
 
eligibility
 
or
 
(ii)
 
in
 
respect
 
of
 
which
 
effectuation
 
is
 
applicable,
effectuated by the entity
 
appointed as common safekeeper by the relevant Clearing Systems.
IN WITNESS
whereof the Issuer has caused
 
this Global Note to be duly
 
executed on its behalf.
EQUINOR ASA
By:
Authenticated without
 
recourse,
warranty or liability by
THE
 
BANK
 
OF
 
NEW
 
YORK
MELLON
By:
Effectuated without
recourse, warranty or
liability by
...................................................
as common safekeeper
By:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0010155-0003327 UKO2:
 
2004375908.9
106
SCHEDULE ONE TO THE
 
PERMANENT GLOBAL
 
NOTE
3
PART 1
INTEREST PAYMENTS
Date made
Total
 
amount of interest
payable
Amount of interest paid
Confirmation of payment
on
behalf of the Issuer
3
 
Schedule One should
 
only be completed
 
where the Final
 
Terms indicates that this Global Note
 
is not intended to
 
be a New
Global Note.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
this amount.
0010155-0003327 UKO2:
 
2004375908.9
107
PART 2
REDEMPTIONS
Date
made
Total
 
amount
of principal
payable
Amount of
principal paid
Remaining nominal
amount of
 
this
Global Note
following such
redemption
*
Confirmation of
redemption on
behalf of
 
the
Issuer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
this amount.
0010155-0003327 UKO2:
 
2004375908.9
108
PART 3
PURCHASES AND CANCELLATIONS
Date
made
Part of nominal amount
of this Global
 
Note
purchased and
cancelled
Remaining nominal
amount of this
 
Global Note
following such purchase
and cancellation
*
Confirmation
 
of
purchase
 
and
cancellation
 
on
 
behalf
of the Issuer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0010155-0003327 UKO2:
 
2004375908.9
109
SCHEDULE TWO TO THE PERMANENT GLOBAL NOTE
4
SCHEDULE OF EXCHANGES
 
AND ISSUES OF FURTHER
NOTES
The following exchanges
 
or further notes affecting the nominal
 
amount of this Global Note
 
have been
made:
Date
made
Nominal amount of
Temporary Global
Note exchanged for
this Global Note or
nominal amount of
further notes issued
Remaining nominal
amount of this Global
Note following such
exchange or further
notes issued
*
Notation made
 
on
behalf of the Issuer
 
 
0010155-0003327 UKO2:
 
2004375908.9
110
4
 
Schedule Two should only be
 
completed where the Final
 
Terms indicates that this Global Note is
 
not intended to
 
be a New
Global Note.
*
 
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
 
this amount.
 
0010155-0003327 UKO2:
 
2004375908.9
111
PART 3
FORM OF DEFINITIVE
 
NOTE
(
Face of Note
)
[ANY
 
UNITED
 
STATES
 
PERSON
 
WHO
 
HOLDS
 
THIS
 
OBLIGATION
 
WILL
 
BE
 
SUBJECT
 
TO
LIMITATIONS
 
UNDER
 
THE
 
UNITED
 
STATES
 
INCOME
 
TAX
 
LAWS
 
INCLUDING
 
THE
LIMITATIONS
 
PROVIDED
 
IN
 
SECTIONS
 
165(j)
 
AND
 
1287(a)
 
OF
 
THE
 
INTERNAL
 
REVENUE
CODE.]
(1)
EQUINOR ASA
unconditionally and (subject
 
to Condition 2(c)) irrevocably
guaranteed by EQUINOR ENERGY AS
[
Specified Currency and Nominal Amount of Tranche
]
EURO MEDIUM TERM
 
NOTES DUE [
Year of Maturity
]
This
 
Note
 
is
 
one
 
of
 
a
 
duly
 
authorised
 
issue
 
of
 
Euro
 
Medium
 
Term
 
Notes
 
denominated
 
in
 
the
Specified
 
Currency
 
maturing
 
on
 
the
 
Maturity
 
Date
 
(the
Notes
)
 
of
 
Equinor
 
ASA
 
(the
Issuer
).
References herein to
 
the Conditions shall
 
be to the
 
Terms
 
and Conditions of
 
the Notes
 
other than
VPS Notes
 
[endorsed hereon/set
 
out in
 
Schedule 1
 
to the
 
Agency Agreement
 
(as defined
 
below)
which shall be
 
incorporated by reference
 
herein and have
 
effect as
 
if set out
 
herein] as completed
by
 
the
 
Final
 
Terms
 
(the
Final
 
Terms
)
 
(or
 
the
 
relevant
 
provisions
 
of
 
the
 
Final
 
Terms)
 
endorsed
hereon,
 
but
 
in
 
the
 
event
 
of
 
any
 
conflict
 
between
 
the
 
provisions
 
of
 
the
 
Conditions
 
and
 
the
information in the Final Terms, the Final Terms
 
will prevail.
This
 
Note
 
is
 
issued
 
subject
 
to,
 
and
 
with
 
the
 
benefit
 
of,
 
the
 
Conditions
 
and
 
an
 
amended
 
and
restated
 
Agency Agreement
 
(the
Agency
 
Agreement
,
 
which expression
 
shall be
 
construed as
 
a
reference to that agreement as the same may be
 
amended, supplemented or restated from time to
time)
 
dated
 
9
 
May
 
2022
 
and
 
made
 
between
 
[(
inter
 
alios
)]
 
the
 
Issuer,
 
Equinor
 
Energy
 
AS
 
as
guarantor, The Bank of New York
 
Mellon, London Branch (the
Agent
) and the other parties named
therein.
For value
 
received, the
 
Issuer,
 
subject to
 
and in
 
accordance with
 
the Conditions,
 
promises to
 
pay
to the
 
bearer hereof on the
 
Maturity Date and/or on
 
such earlier date(s)
 
as this Note
 
may become
due and repayable in accordance with
 
the Conditions, the amount payable under
 
the Conditions in
respect
 
of
 
this
 
Note
 
on
 
each
 
such
 
date
 
and
 
to
 
pay
 
interest
 
(if
 
any)
 
on
 
this
 
Note
 
calculated
 
and
payable as provided in the Conditions together with any other
 
sums payable under the Conditions.
If
 
any
 
provision in
 
or
 
obligation under
 
this
 
Note
 
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
Note, 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 Note.
This Note shall not be
 
validly issued unless authenticated
 
by the Agent.
IN WITNESS
whereof the Issuer has caused
 
this Note to be duly
 
executed on its behalf.
EQUINOR ASA
0010155-0003327 UKO2:
 
2004375908.9
112
(1)
 
This legend can be
 
deleted if TEFRA C
 
or TEFRA not applicable
 
is specified in the
 
applicable Final Terms.
0010155-0003327 UKO2:
 
2004375908.9
113
By:
 
............................................
Authorised Signatory
Authenticated without
 
recourse,
warranty or liability by
THE BANK OF NEW
 
YORK MELLON, LONDON
 
BRANCH
By:
0010155-0003327 UKO2:
 
2004375908.9
114
(
Reverse of Note
)
Terms and Conditions of the Notes other
 
than VPS Notes
[
Terms and Conditions of the Notes other than VPS
 
Notes to be as
set out in Schedule 1 to the Agency Agreement
]
Final Terms
[
Here may be set
 
out text of Final
Terms relating to the Notes
]
exhibit25p116i0
 
0010155-0003327 UKO2:
 
2004375908.9
115
PART 4
FORM OF
 
COUPON
(
Face of Coupon
)
EQUINOR ASA
[
Specified Currency and
 
Nominal Amount Tranche
]
NOTES DUE [
Year of Maturity
]
Series No. [
 
]
Part A
[
For Fixed Rate Notes
:
This Coupon is payable to bearer, separately
 
Coupon
for negotiable and subject to the Terms and
 
[
]
Conditions of the Notes other than
VPS Notes of the said Notes.
 
due
on [
 
]
20[
 
]]
Part B
[
For Floating Rate Notes
:
Coupon for the amount due in accordance with
 
Coupon
due the Terms
 
and Conditions of the Notes other than
VPS Notes on the said
 
Notes on
 
in [
 
]
the Interest Payment Date falling
 
in
 
20[
 
]]
[
 
] 20[
 
].
This Coupon is payable
 
to bearer,
separately negotiable and subject to
such Terms
 
and Conditions of the Notes
other than
VPS Notes, under which
 
it may become
void before its due date.]
ANY
 
UNITED
 
STATES
 
PERSON
 
WHO
 
HOLDS
 
THIS
 
OBLIGATION
 
WILL
 
BE
 
SUBJECT
 
TO
LIMITATIONS
 
UNDER
 
THE
 
UNITED
 
STATES
 
TAX
 
LAWS
 
INCLUDING
 
THE
 
LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
 
REVENUE CODE.
00
 
000000
 
[ISIN]
 
00
 
000000
0010155-0003327 UKO2:
 
2004375908.9
116
PART 5
FORM OF
 
TALON
(
Face of Talon
)
ANY
 
UNITED
 
STATES
 
PERSON
 
WHO
 
HOLDS
 
THIS
 
OBLIGATION
 
WILL
 
BE
 
SUBJECT
 
TO
LIMITATIONS
 
UNDER
 
THE
 
UNITED
 
STATES
 
INCOME
 
TAX
 
LAWS
 
INCLUDING
 
THE
LIMITATIONS
 
PROVIDED
 
IN
 
SECTIONS
 
165(j)
 
AND
 
1287(a)
 
OF
 
THE
 
INTERNAL
 
REVENUE
CODE.
EQUINOR ASA
[
Specified Currency and Nominal Amount of
Tranche
] EURO MEDIUM TERM
 
NOTES DUE [
Year
of Maturity
]
Series No. [
 
]
On and after
 
[
 
] further Coupons
 
[and a further
 
Talon]
 
appertaining to the
 
Note to which
 
this Talon
appertains will be issued at the specified office of the
 
Agent or any of the Paying Agents set out on
the reverse hereof (and/or any
 
other or further Paying Agents
 
and/or specified offices as may
 
from
time to
 
time be
 
duly appointed
 
and notified
 
to the
 
Noteholders) upon
 
production and
 
surrender of
this Talon.
This
 
Talon
 
may,
 
in
 
certain
 
circumstances,
 
become
 
void
 
under
 
the
 
Terms
 
and
 
Conditions
 
of
 
the
Notes other than VPS Notes endorsed on the Notes to which
 
this Talon
 
appertains.
EQUINOR ASA
By:
 
............................................
Authorised Signatory
0010155-0003327 UKO2:
 
2004375908.9
117
(
Reverse of Coupon and
 
Talon
)
AGENT
The Bank of New
 
York Mellon, London
Branch One Canada Square
London E14
 
5AL
United Kingdom
PAYING
 
AGENT
The Bank of New York Mellon SA/NV, Luxembourg Branch
Vertigo Building - Polaris
2-4 rue,
 
Eugène
Ruppert L-2453
Luxembourg
and/or such other or further Agent and other or further Paying
 
Agents and/or specified offices as
may from time to time be duly appointed by the Issuer and notice of
 
which has been given to the
Noteholders.
0010155-0003327 UKO2:
 
2004375908.9
118
SCHEDULE 3
FORM OF DEED OF COVENANT
THIS DEED OF
 
COVENANT
is made on 13 May 2020 by
EQUINOR ASA
(the
Issuer
) in favour of
the
 
account holders
 
specified below
 
of Clearstream
 
Banking S.A.,
 
Euroclear Bank
 
SA/NV,
 
and/or
any
 
other
 
additional
 
clearing
 
system
 
or
 
systems
 
as
 
are
 
specified
 
in
 
Part
 
B
 
of
 
the
 
Final
 
Terms
relating to any Note (as defined below) (each a
Clearing System
).
WHEREAS
:
(A)
 
The
 
Issuer
 
has
 
entered
 
into
 
an
 
amended
 
and
 
restated
 
Programme
 
Agreement
 
(the
Programme
 
Agreement
,
 
which
 
expression
 
includes
 
the
 
same
 
as
 
it
 
may
 
be
 
further
amended and/or
 
restated and/or supplemented
 
from time
 
to time)
 
dated 13 May
 
2020 with
the
 
Dealers
 
named
 
therein
 
under
 
which
 
the
 
Issuer
 
proposes
 
from
 
time
 
to
 
time
 
to
 
issue
Euro Medium Term
 
Notes (the
Notes
).
(B)
 
The
 
Notes
 
(other
 
than
 
the
 
VPS
 
Notes
 
(as
 
defined
 
in
 
the
 
Programme
 
Agreement))
 
will
initially
 
be
 
represented
 
by,
 
and
 
comprised
 
in,
 
Temporary
 
Global
 
Notes
 
(the
Temporary
Global Notes
) and thereafter may be represented by,
 
and comprised in, Permanent Global
Notes (the
Permanent Global
 
Notes
, the
 
Temporary
 
Global Notes
 
and Permanent Global
Notes
 
being
 
herein
 
together
 
called
 
the
Global
 
Notes
)
 
representing
 
a
 
certain
 
number
 
of
underlying Notes (the
Underlying Notes
).
(C)
 
Each Global Note may, after
 
issue, be deposited with a depositary for one or more Clearing
Systems (each such
 
Clearing System or
 
all such Clearing
 
Systems together,
 
the
Relevant
Clearing
 
System
). Upon
 
such deposit
 
of a
 
Global Note
 
the Underlying
 
Notes represented
by such
 
Global Note will
 
be credited to
 
a securities account
 
or securities accounts
 
with the
Relevant
 
Clearing
 
System.
 
Any
 
account
 
holder
 
with
 
the
 
Relevant
 
Clearing
 
System
 
which
has Underlying Notes
 
credited to its
 
securities account from
 
time to time
 
(each a
Relevant
Account
 
Holder
)
 
will,
 
subject
 
to
 
and
 
in
 
accordance
 
with
 
the
 
terms
 
and
 
conditions
 
and
operating
 
procedures
 
or
 
management
 
regulations
 
of
 
the
 
Relevant
 
Clearing
 
System,
 
be
entitled to transfer such Underlying Notes and
 
(subject to and upon payment being made by
the
 
Issuer to
 
the
 
bearer in
 
accordance
 
with the
 
terms
 
of
 
the
 
relevant Global
 
Note)
 
will be
entitled to receive
 
payments from the Relevant
 
Clearing System calculated by
 
reference to
the Underlying Notes credited to its securities account.
(D)
 
In
 
certain circumstances
 
specified in
 
each Global
 
Note,
 
the
 
bearer of
 
the
 
Global
 
Note will
have no
 
further rights
 
under the
 
Global Note
 
(but without
 
prejudice to
 
the rights
 
which any
person
 
may
 
have
 
pursuant
 
to
 
this
 
Deed
 
of
 
Covenant).
 
The
 
time
 
at
 
which
 
this
 
occurs
 
is
hereinafter
 
referred
 
to
 
as
 
the
Relevant
 
Time
.
 
In
 
such
 
circumstances
 
each
 
Relevant
Account
 
Holder
 
will,
 
subject
 
to
 
and
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
this
 
Deed,
 
acquire
against the
 
Issuer all
 
those rights
 
which such
 
Relevant Account
 
Holder would
 
have had
 
if,
prior to
 
the Relevant
 
Time,
 
duly executed
 
and authenticated
 
Definitive Note(s)
 
(as defined
in the Agency Agreement (the
Agency Agreement
, which expression includes the same as
it
 
may
 
be further
 
amended and/or
 
restated
 
and/or
 
supplemented from
 
time
 
to
 
time)
 
dated
13 May 2020) and interest coupons (the
Coupons
) appertaining to the Definitive Note(s) (if
appropriate)
 
had
 
been
 
issued
 
in
 
respect
 
of
 
its
 
Underlying
 
Note(s)
 
and
 
such
 
Definitive
Notes(s) and
 
Coupons (if
 
appropriate) were
 
held and
 
beneficially owned
 
by such
 
Relevant
Account Holder.
NOW THIS DEED WITNESSES
 
AS FOLLOWS
:
1.
 
If
 
at
 
any
 
time
 
the
 
bearer
 
of
 
the
 
Global
 
Note
 
ceases to
 
have
 
rights
 
under
 
it
 
in
 
accordance
with
 
the
 
terms
 
thereof,
 
the
 
Issuer
 
hereby
 
undertakes
 
and
 
covenants
 
with
 
each
 
Relevant
0010155-0003327 UKO2:
 
2004375908.9
119
Account
 
Holder
 
(other
 
than
 
when
 
any
 
Relevant
 
Clearing
 
System
 
is
 
an
 
account
 
holder
 
of
any
 
other
 
Relevant
 
Clearing
 
System)
 
that
 
each
 
Relevant
 
Account
 
Holder
 
shall
automatically
 
acquire
 
at
 
the
 
Relevant
 
Time,
0010155-0003327 UKO2:
 
2004375908.9
120
without the
 
need for any
 
further action on
 
behalf of any
 
person, against the
 
relevant Issuer
all
 
those
 
rights
 
which
 
such
 
Relevant
 
Account
 
Holder
 
would
 
have
 
had
 
if
 
at
 
the
 
Relevant
Time it
 
held and beneficially owned duly
 
executed and authenticated Definitive Note(s)
 
and
Coupons
 
(if
 
appropriate)
 
in
 
respect
 
of
 
each
 
Underlying
 
Note
 
represented
 
by
 
such
 
Global
Note
 
which
 
such
 
Relevant
 
Account
 
Holder
 
has
 
credited
 
to
 
its
 
securities
 
account
 
with
 
the
Relevant
 
Clearing
 
System
 
at
 
the
 
Relevant
 
Time.
 
The
 
Issuer's
 
obligation
 
pursuant
 
to
 
this
clause
 
shall
 
be
 
a
 
separate
 
and
 
independent
 
obligation
 
by
 
reference
 
to
 
each
 
Underlying
Note
 
which
 
a
 
Relevant
 
Account
 
Holder
 
has
 
credited
 
to
 
its
 
securities
 
account
 
with
 
the
Relevant
 
Clearing
 
System
 
and
 
the
 
Issuer
 
agrees
 
that
 
a
 
Relevant
 
Account
 
Holder
 
may
assign its rights hereunder in whole or in part.
2.
 
The records of the Relevant Clearing System shall be
 
conclusive evidence of the identity of
the
 
Relevant
 
Account
 
Holders
 
and
 
the
 
number
 
of
 
Underlying
 
Notes
 
credited
 
to
 
the
securities account
 
of each
 
Relevant Account
 
Holder.
 
For the
 
purposes hereof
 
a statement
issued by the Relevant Clearing System stating:
(a)
 
the name of the Relevant
 
Account Holder to which
 
such statement is issued;
 
and
(b)
 
the
 
aggregate
 
nominal
 
amount
 
of
 
Underlying
 
Notes
 
credited
 
to
 
the
 
securities
account of such
 
Relevant Account Holder
 
as at the
 
opening of business
 
on the first
day following the Relevant
 
Time on which the
 
Relevant Clearing System is open for
business,
shall be conclusive evidence
 
of the records of
 
the Relevant Clearing System at
 
the Relevant
Time.
3.
 
In the
 
event of
 
a dispute, the
 
determination of the
 
Relevant Time
 
by the Relevant
 
Clearing
System
 
(in the
 
absence of
 
manifest error)
 
shall be
 
final and
 
conclusive for
 
all purposes
 
in
connection
 
with
 
the
 
Relevant
 
Account
 
Holders
 
with
 
securities
 
accounts with
 
the
 
Relevant
Clearing System.
4.
 
The
 
Issuer
 
undertakes
 
in
 
favour
 
of
 
each
 
Relevant
 
Account
 
Holder
 
that,
 
in
 
relation
 
to
 
any
payment to be
 
made by it
 
under this Deed,
 
it will comply
 
with the
 
provisions of Condition
 
6
to
 
the
 
extent
 
that
 
they
 
apply
 
to
 
any
 
payments
 
in
 
respect
 
of
 
Underlying
 
Notes
 
as
 
if
 
those
provisions had been set out in full in this Deed.
5.
 
The Issuer
 
agrees to
 
pay any
 
stamp and
 
other similar
 
duties and
 
taxes, including
 
interest
and penalties,
 
payable on
 
or in
 
connection with
 
the execution
 
of this
 
Deed and
 
any action
taken by any Relevant Account Holder to enforce the provisions of
 
this Deed.
6.
 
The Issuer hereby
 
warrants, represents and covenants
 
with each Relevant
 
Account Holder
that
 
it
 
has
 
all
 
corporate
 
power,
 
and
 
has
 
taken
 
all
 
necessary
 
corporate
 
or
 
other
 
steps,
 
to
enable it
 
to execute,
 
deliver and
 
perform this
 
Deed, and
 
that this
 
Deed constitutes
 
a legal,
valid and
 
binding obligation
 
of the
 
Issuer enforceable
 
in accordance
 
with its
 
terms subject
to the laws of bankruptcy and other laws affecting the rights of creditors
 
generally.
7.
 
This Deed
 
shall take
 
effect as
 
a Deed
 
Poll for
 
the benefit
 
of the
 
Relevant Account
 
Holders
from time to time and for
 
the time being.
 
This Deed shall be deposited with and
 
held by the
depositary or
 
common safekeeper,
 
as the
 
case may
 
be, for
 
the Relevant
 
Clearing System
(being
 
at
 
the
 
date
 
hereof
 
The
 
Bank
 
of
 
New
 
York
 
Mellon
 
at
 
One
 
Canada Square,
 
London
E14 5AL) until all the obligations of the Issuer hereunder have been discharged
 
in full.
8.
 
The
 
Issuer
 
hereby
 
acknowledges
 
the
 
right
 
of
 
every
 
Relevant
 
Account
 
Holder
 
to
 
the
production of, and the
 
right of every Relevant Account
 
Holder to obtain (upon payment
 
of a
reasonable charge) a copy of,
 
this Deed, and further
 
acknowledges and covenants that the
obligations
 
binding
 
upon
 
it
 
contained herein
 
are
 
owed
 
to,
 
and
 
shall
 
be for
 
the
 
account of,
0010155-0003327 UKO2:
 
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121
each and
 
every Relevant Account
 
Holder,
 
and that
 
each Relevant Account
 
Holder shall be
entitled severally to enforce the said obligations against the
 
Issuer.
0010155-0003327 UKO2:
 
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9.
 
If
 
any
 
provision
 
in
 
or
 
obligation
 
under
 
this
 
Deed
 
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
 
Deed,
 
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 Deed.
10.
 
This
 
Deed
 
and
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
it
 
are
governed by, and shall be construed in accordance with, English law.
The courts of
 
England are to have
 
jurisdiction to settle any
 
disputes which may arise
 
out of
or
 
in
 
connection
 
with
 
this
 
Agreement
 
(including
 
a
 
dispute
 
relating
 
to
 
any
 
non-contractual
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
 
Agreement)
 
and
 
accordingly any
 
legal
action
 
or
 
proceedings
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
 
Agreement
 
(
Proceedings
)
may
 
be
 
brought
 
in
 
such
 
courts.
 
The
 
Issuer
 
irrevocably
 
submits
 
to
 
the
 
jurisdiction
 
of
 
such
courts and
 
waives any
 
objection to Proceedings
 
in any
 
such courts whether
 
on the
 
ground
of
 
venue
 
or
 
on
 
the
 
ground
 
that
 
the
 
Proceedings
 
have
 
been
 
brought
 
in
 
an
 
inconvenient
forum.
 
This
 
submission
 
is
 
made
 
for
 
the
 
benefit
 
of
 
each
 
of
 
the
 
Relevant
 
Account
 
Holders
and, to
 
the extent
 
allowed by
 
applicable law,
 
shall not
 
limit
 
the right
 
or any
 
of them to
 
take
Proceedings in any other court of competent
 
jurisdiction nor shall the taking of Proceedings
in
 
one
 
or
 
more
 
jurisdictions
 
preclude
 
the
 
taking
 
of
 
Proceedings
 
in
 
any
 
other
 
jurisdiction
(whether concurrently or not).
The
 
Issuer
 
irrevocably appoints
 
Equinor
 
UK
 
Limited (whose
 
offices
 
are
 
at
 
the
 
date
 
of
 
this
Agreement at One Kingdom Street, Paddington Central,
 
London W2 6BD) as its authorised
agent
 
for
 
service
 
of
 
process
 
in
 
England.
 
If
 
for
 
any
 
reason
 
such
 
agent
 
shall
 
cease
 
to
 
be
such
 
agent
 
for
 
service
 
of
 
process,
 
the
 
Issuer
 
shall
 
forthwith,
 
on
 
request
 
of
 
the
 
Agent,
appoint a
 
new agent
 
for service
 
of
 
process in
 
England and
 
deliver to
 
the Agent
 
a copy
 
of
the new agent's
 
acceptance of that
 
appointment within 30 days.
 
Nothing in this Agreement
shall affect the right to serve process in any other manner permitted by law.
IN
 
WITNESS
whereof
 
the
 
Issuer
 
has
 
caused
 
this
 
Deed
 
to
 
be
 
duly
 
executed
 
the
 
day and
 
year
first
 
above mentioned.
EXECUTED
as a
DEED
)
by EQUINOR ASA and signed
 
and
 
)
delivered as a deed on its
 
)
behalf by
 
)
an authorised representative of
 
the company
 
)
0010155-0003327 UKO2:
 
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SCHEDULE 4
PROVISIONS FOR MEETINGS
 
OF NOTEHOLDERS
1.
 
As
 
used
 
in
 
this
 
Schedule
 
the
 
following
 
expressions
 
shall
 
have
 
the
 
following
 
meanings
unless
 
the context otherwise requires:
(a)
voting certificate
shall mean an English language certificate issued by a Paying
Agent and dated in which it is stated:
(i)
 
that on
 
the date
 
thereof Notes
 
(not being
 
Notes in
 
respect of
 
which a
 
block
voting
 
instruction
 
has
 
been
 
issued
 
and
 
is
 
outstanding
 
in
 
respect
 
of
 
the
meeting specified in such voting certificate and any adjourned such meeting)
bearing specified
 
serial numbers
 
were deposited
 
with such
 
Paying Agent
 
or
(to the
 
satisfaction of
 
such Paying
 
Agent) were
 
held to
 
its order
 
or under
 
its
control and that no such Notes will cease to be so
 
deposited or held until the
first to occur of:
(A)
 
the
 
conclusion
 
of
 
the
 
meeting
 
specified
 
in
 
such
 
certificate
 
or,
 
if
applicable, any adjourned such meeting; and
(B)
 
the
 
surrender
 
of
 
the
 
certificate
 
to
 
the
 
Paying
 
Agent
 
who
 
issued
 
the
same;
 
and
(ii)
 
that the bearer thereof is entitled to attend and vote at such meeting and any
adjourned
 
such
 
meeting
 
in
 
respect
 
of
 
the
 
Notes
 
represented
 
by
 
such
certificate;
(b)
block
 
voting
 
instruction
shall
 
mean
 
an
 
English
 
language
 
document
 
issued
 
by
a
 
Paying Agent and dated in which:
(i)
 
it
 
is
 
certified
 
that
 
Notes
 
(not
 
being
 
Notes
 
in
 
respect
 
of
 
which
 
a
 
voting
certificate
 
has
 
been
 
issued
 
and
 
is
 
outstanding
 
in
 
respect
 
of
 
the
 
meeting
specified
 
in
 
such
 
block
 
voting
 
instruction and
 
any
 
adjourned such
 
meeting)
have been
 
deposited with
 
such Paying
 
Agent or
 
(to the
 
satisfaction of
 
such
Paying
 
Agent)
 
were
 
held
 
to
 
its
 
order
 
or
 
under
 
its
 
control
 
and
 
that
 
no
 
such
Notes will cease to be so deposited or held until the first to
 
occur of:
(A)
 
the
 
conclusion
 
of
 
the
 
meeting
 
specified
 
in
 
such
 
document
 
or,
 
if
applicable, any adjourned such meeting; and
(B)
 
the surrender
 
to the
 
Paying Agent
 
not less
 
than 48
 
hours before
 
the
time
 
for
 
which
 
such
 
meeting
 
or
 
any
 
adjourned
 
such
 
meeting
 
is
convened
 
of
 
the
 
receipt
 
issued
 
by
 
such
 
Paying
 
Agent
 
in
 
respect
 
of
each
 
such
 
deposited
 
Note
 
which
 
is
 
to
 
be
 
released
 
or
 
(as
 
the
 
case
may
 
require)
 
the
 
Note
 
or
 
Notes
 
ceasing
 
with
 
the
 
agreement
 
of
 
the
Paying Agent to be held to its order or under its control and the giving
of
 
notice
 
by
 
the
 
Paying
 
Agent
 
to
 
the
 
Issuer
 
in
 
accordance
 
with
paragraph
 
hereof of the necessary amendment to the block voting
instruction;
(ii)
 
it
 
is
 
certified
 
that
 
each
 
holder
 
of
 
such
 
Notes
 
has
 
instructed
 
such
 
Paying
Agent that the
 
vote(s) attributable to
 
the Note
 
or Notes
 
so deposited or
 
held
should be
 
cast in
 
a particular
 
way in
 
relation to
 
the resolution
 
or resolutions
to be
 
put to
 
such meeting
 
or any
 
adjourned such
 
meeting and
 
that all
 
such
0010155-0003327 UKO2:
 
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instructions
 
are
 
during
 
the
 
period
 
commencing
 
48
 
hours
 
prior
 
to
 
the
 
time
for
 
which
 
such
 
meeting
 
or
 
any
 
adjourned
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such
 
meeting
 
is
 
convened
 
and
 
ending
 
at
 
the
 
conclusion
 
or
 
adjournment
thereof neither revocable nor capable of amendment;
(iii)
 
the
 
total
 
number
 
and the
 
serial
 
numbers
 
of
 
the
 
Notes
 
so
 
deposited or
 
held
are
 
listed
 
distinguishing with
 
regard
 
to
 
each such
 
resolution between
 
those
in respect
 
of which
 
instructions have
 
been given as
 
aforesaid that the
 
votes
attributable
 
thereto
 
should
 
be
 
cast
 
in
 
favour
 
of
 
the
 
resolution
 
and
 
those
 
in
respect of
 
which instructions
 
have been
 
so given
 
that the
 
votes attributable
thereto should be cast against the resolution; and
(iv)
 
one
 
or
 
more
 
persons
 
named
 
in
 
such
 
document
 
(each
 
hereinafter
 
called
 
a
proxy
) is
 
or are authorised
 
and instructed by
 
such Paying Agent
 
to cast
 
the
votes
 
attributable to
 
the
 
Notes
 
so
 
listed
 
in
 
accordance with
 
the
 
instructions
referred to in paragraph (iii) above as set out in such document.
The
 
holder
 
of
 
any
 
voting
 
certificate
 
or
 
the
 
proxies
 
named
 
in
 
any
 
block
 
voting
instruction
 
shall
 
for
 
all
 
purposes
 
in
 
connection
 
with
 
the
 
relevant
 
meeting
 
or
adjourned meeting of Noteholders be deemed to be the holder of the Notes to which
such voting
 
certificate or
 
block voting
 
instruction relates
 
and the
 
Paying Agent
 
with
which such Notes have been
 
deposited or the person holding the
 
same to the order
or under the control of such Paying Agent shall be deemed for such purposes not to
be the holder of those Notes.
(c)
 
References herein to the
Notes
are to the Notes in respect of which the relevant
meeting is convened.
2.
 
The
 
Issuer
 
may
 
at
 
any
 
time
 
and,
 
upon
 
a
 
requisition
 
in
 
writing
 
of
 
Noteholders
 
holding
 
not
less than
 
10 per cent. in
 
nominal amount of the Notes for
 
the time being outstanding, shall
convene a meeting of the Noteholders and if
 
the Issuer makes default for a period of
 
seven
days
 
in
 
convening
 
such
 
a
 
meeting
 
the
 
same
 
may
 
be
 
convened
 
by
 
the
 
requisitionists.
Whenever the
 
Issuer is
 
about to
 
convene any
 
such meeting
 
it shall
 
forthwith give
 
notice in
writing to the
 
Agent and the
 
Dealers of the
 
day,
 
time and place
 
thereof (which need
 
not be
a
 
physical
 
place
 
and
 
instead
 
may
 
be
 
by
 
way
 
of
 
conference
 
call,
 
including
 
by
 
use
 
of
 
a
videoconference
 
platform)
 
and
 
of
 
the
 
nature
 
of
 
the
 
business
 
to
 
be
 
transacted
 
thereat.
Every such meeting shall be held at such time and place as
 
the Agent may approve.
3.
 
At
 
least 21
 
days' notice
 
(exclusive of
 
the day
 
on which
 
the notice
 
is given
 
and the
 
day on
which the
 
meeting is
 
held) specifying
 
the place,
 
day and
 
hour of
 
meeting shall
 
be given
 
to
the
 
Noteholders
 
prior
 
to
 
any
 
meeting
 
of
 
the
 
Noteholders
 
in
 
the
 
manner
 
provided
 
by
Condition 12.
 
Such notice shall
 
state generally the
 
nature of the
 
business to be
 
transacted
at
 
the
 
meeting
 
thereby
 
convened
 
but
 
(except
 
for
 
an
 
Extraordinary
 
Resolution)
 
it
 
shall
 
not
be
 
necessary
 
to
 
specify
 
in
 
such
 
notice
 
the
 
terms
 
of
 
any
 
resolution
 
to
 
be
 
proposed.
 
Such
notice
 
shall
 
include
 
a
 
statement
 
to
 
the
 
effect
 
that
 
Notes
 
may
 
be
 
deposited
 
with
 
Paying
Agents for the purpose of obtaining voting certificates or appointing proxies not less than 24
hours
 
before
 
the
 
time
 
fixed
 
for
 
the
 
meeting
 
or
 
that,
 
in
 
the
 
case
 
of
 
corporations, they
 
may
appoint representatives
 
by resolution
 
of their
 
directors or
 
other governing
 
body.
 
A copy
 
of
the
 
notice
 
shall
 
be
 
sent
 
by
 
post
 
to
 
the
 
Issuer
 
(unless
 
the
 
meeting
 
is
 
convened
 
by
 
the
Issuer).
4.
 
Some person
 
(who may
 
but need
 
not be
 
a Noteholder)
 
nominated in
 
writing by
 
the Issuer
shall be
 
entitled to
 
take the chair
 
at every
 
such meeting but
 
if no
 
such nomination is
 
made
or if
 
at any
 
meeting the
 
person nominated
 
shall not
 
be present
 
within fifteen
 
minutes after
the
 
time
 
appointed
 
for
 
holding
 
the
 
meeting
 
the
 
Noteholders
 
present
 
shall
 
choose
 
one
 
of
their number to be Chair.
5.
 
At
 
any
 
such
 
meeting
 
one
 
or
 
more
 
persons
 
present
 
holding
 
Notes
 
or
 
voting
 
certificates
 
or
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being
 
proxies
 
and
 
holding
 
or
 
representing
 
in
 
the
 
aggregate
 
not
 
less
 
than
 
20
 
per
 
cent.
 
in
nominal amount
 
of the
 
Notes
 
for
 
the
 
time
 
being
 
outstanding shall
 
(except for
 
the
 
purpose
of
 
passing an
 
Extraordinary
0010155-0003327 UKO2:
 
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127
Resolution) form a
 
quorum for the
 
transaction of business
 
and no business
 
(other than the
choosing
 
of
 
a
 
Chair)
 
shall
 
be
 
transacted
 
at
 
any
 
meeting
 
unless
 
the
 
requisite
 
quorum
 
be
present
 
at the
 
commencement of
 
business.
 
The quorum
 
at
 
any such
 
meeting for
 
passing
an
 
Extraordinary
 
Resolution
 
shall
 
(subject
 
as
 
provided
 
below)
 
be
 
one
 
or
 
more
 
persons
present holding Notes
 
or voting
 
certificates or
 
being proxies and
 
holding or
 
representing in
the
 
aggregate
 
a
 
clear
 
majority
 
in
 
nominal
 
amount
 
of
 
the
 
Notes
 
for
 
the
 
time
 
being
outstanding
 
PROVIDED
 
THAT
 
at
 
any
 
meeting
 
the
 
business
 
of
 
which
 
includes
 
any
 
of
 
the
following matters
 
(each of
 
which shall
 
only be
 
capable of
 
being
 
effected after
 
having been
approved by Extraordinary Resolution) namely:
(a)
 
modification
 
of
 
the
 
Maturity
 
Date
 
of
 
the
 
Notes
 
or
 
reduction
 
or
 
cancellation
 
of
 
the
nominal amount payable upon maturity; or
(b)
 
reduction or cancellation of the
 
amount payable or modification of the payment
 
date
in
 
respect
 
of
 
any
 
interest
 
in
 
respect
 
of
 
the
 
Notes
 
or
 
variation
 
of
 
the
 
method
 
of
calculating the rate of interest in respect of the Notes; or
(c)
 
reduction of
 
any Minimum
 
Interest Rate
 
and/or Maximum
 
Interest Rate
 
specified in
the applicable Final Terms of any Note; or
(d)
 
modification
 
of
 
the
 
currency
 
in
 
which
 
payments
 
under
 
the
 
Notes
 
and/or
 
Coupons
appertaining thereto are to be made; or
(e)
 
modification of the
 
majority required to pass
 
an Extraordinary Resolution;
 
or
(f)
 
the sanctioning of any
 
such scheme or proposal as
 
is described in paragraph
below; or
(g)
 
alteration of this proviso or
 
the proviso to paragraph
 
below;
the
 
quorum
 
shall
 
be
 
one
 
or
 
more
 
persons
 
present
 
holding
 
Notes
 
or
 
voting
 
certificates
 
or
being
 
proxies
 
and
 
holding
 
or
 
representing
 
in
 
the
 
aggregate
 
not
 
less
 
than
 
75
 
per
 
cent.
 
in
nominal amount
 
of
 
the Notes
 
for the
 
time
 
being outstanding.
 
An
 
Extraordinary Resolution
passed
 
at
 
any
 
meeting
 
of
 
the
 
holders
 
of
 
Notes
 
will
 
be
 
binding
 
on
 
all
 
holders
 
of
 
Notes,
whether or not they are
 
present at the meeting, and
 
on all holders of Coupons appertaining
to such Notes.
6.
 
If
 
within
 
fifteen
 
minutes
 
after
 
the
 
time
 
appointed
 
for
 
any
 
such
 
meeting
 
a
 
quorum
 
is
 
not
present the
 
meeting shall
 
if convened
 
upon the
 
requisition of
 
Noteholders be
 
dissolved.
 
In
any other case it shall stand adjourned to the same day in the next week (or if such day is a
public holiday the next succeeding business day) at the same
 
time and place (except in the
case of
 
a meeting
 
at which
 
an Extraordinary
 
Resolution is
 
to be
 
proposed in
 
which case
 
it
shall stand
 
adjourned for
 
such period
 
being not
 
less than
 
14 days
 
nor more
 
than 42
 
days,
and
 
at
 
such
 
place
 
as may
 
be
 
appointed by
 
the
 
Chair
 
and
 
approved
 
by the
 
Agent)
 
and
 
at
such adjourned meeting one or more persons present holding Notes
 
or voting certificates or
being proxies (whatever
 
the nominal
 
amount of the
 
Notes so
 
held or represented
 
by them)
shall (subject as provided below) form a quorum and shall (subject as provided below) have
power
 
to
 
pass
 
any
 
Extraordinary
 
Resolution
 
or
 
other
 
resolution
 
and
 
to
 
decide
 
upon
 
all
matters
 
which
 
could
 
properly
 
have
 
been
 
dealt
 
with
 
at
 
the
 
meeting
 
from
 
which
 
the
adjournment took
 
place had
 
the
 
requisite
 
quorum
 
been
 
present
 
PROVIDED THAT
 
at
 
any
adjourned
 
meeting
 
the
 
business
 
of
 
which
 
includes
 
any
 
of
 
the
 
matters
 
specified
 
in
 
the
proviso
 
to
 
paragraph
 
above
 
the
 
quorum
 
shall
 
be
 
one
 
or
 
more
 
persons
 
present
 
holding
Notes
 
or
 
voting
 
certificates
 
or
 
being
 
proxies
 
and
 
holding or
 
representing in
 
the
 
aggregate
not
 
less
 
than
 
a
 
clear
 
majority
 
in
 
nominal
 
amount
 
of
 
the
 
Notes
 
for
 
the
 
time
 
being
outstanding.
0010155-0003327 UKO2:
 
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7.
 
Notice
 
of
 
any
 
adjourned meeting
 
at
 
which
 
an
 
Extraordinary
 
Resolution
 
is
 
to
 
be
 
submitted
shall
 
be
 
given
 
in
 
the
 
same
 
manner
 
as
 
notice
 
of
 
an
 
original
 
meeting
 
but
 
as
 
if
 
10
 
were
substituted for
 
21 in paragraph
 
above
 
and
 
such
 
notice
 
shall (except
 
in
 
cases
 
where the
proviso
 
to
 
paragraph
 
above
0010155-0003327 UKO2:
 
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shall apply when it
 
shall state the
 
relevant quorum) state that
 
one or more persons
 
present
holding Notes or
 
voting certificates or being
 
proxies at the
 
adjourned meeting whatever the
nominal amount
 
of the
 
Notes held
 
or represented
 
by them
 
will form
 
a quorum.
 
Subject as
aforesaid it shall not be necessary to give any notice of an adjourned
 
meeting.
8.
 
Except
 
whilst
 
the
 
Notes
 
are
 
in
 
global
 
form
 
and
 
only
 
one
 
proxy
 
is
 
attending
 
the
 
meeting,
every
 
question submitted
 
to
 
a meeting
 
shall be
 
decided in
 
the
 
first
 
instance by
 
a
 
show
 
of
hands.
 
In case
 
of equality
 
of votes
 
the Chair
 
shall both
 
on a
 
show of
 
hands and
 
on a
 
poll
have a casting vote in
 
addition to the vote or votes (if any) to
 
which they may be entitled as
a Noteholder or as a holder of a voting
 
certificate or as a proxy.
9.
 
At
 
any
 
meeting,
 
unless
 
the
 
Notes
 
are
 
in
 
global
 
form
 
and
 
only
 
one
 
proxy
 
is
 
attending
 
the
meeting
 
or
 
a
 
poll
 
is
 
(before
 
or
 
on
 
the
 
declaration
 
of
 
the
 
result
 
of
 
the
 
show
 
of
 
hands)
demanded by
 
the Chair
 
or the
 
Issuer or
 
by one
 
or more
 
persons present
 
holding Notes
 
or
voting certificates
 
or being
 
proxies (whatever
 
the nominal
 
amount of
 
the Notes
 
so held
 
by
them),
 
a
 
declaration
 
by
 
the
 
Chair
 
that
 
a
 
resolution
 
has
 
been
 
carried
 
or
 
carried
 
by
 
a
particular majority or lost or not carried by a particular majority shall be conclusive evidence
of
 
the
 
fact
 
without proof
 
of
 
the
 
number
 
or
 
proportion of
 
the
 
votes recorded
 
in
 
favour
 
of
 
or
against such resolution.
10.
 
Subject
 
to
 
paragraph
 
below,
 
if
 
at
 
any
 
such
 
meeting
 
a
 
poll
 
is
 
so
 
demanded
 
it
 
shall
 
be
taken
 
in
 
such
 
manner
 
and
 
subject
 
as
 
hereinafter
 
provided
 
either
 
at
 
once
 
or
 
after
 
an
adjournment
 
as
 
the
 
Chair
 
directs
 
and
 
the
 
result
 
of
 
such
 
poll
 
shall
 
be
 
deemed
 
to
 
be
 
the
resolution of the meeting at which the poll was demanded as at the date of the taking of the
poll.
 
The
 
demand
 
for
 
a
 
poll
 
shall
 
not
 
prevent
 
the
 
continuance
 
of
 
the
 
meeting
 
for
 
the
transaction of any business other than the motion on which the
 
poll has been demanded.
11.
 
The Chair
 
may with
 
the consent
 
of (and
 
shall if
 
directed by)
 
any such
 
meeting adjourn
 
the
same from time
 
to time and
 
from place to
 
place but no
 
business shall be
 
transacted at any
adjourned meeting
 
except business
 
which might
 
lawfully (but
 
for lack
 
of required
 
quorum)
have been transacted at the meeting from which the adjournment
 
took place.
12.
 
Any
 
poll demanded
 
at
 
any such
 
meeting
 
on the
 
election
 
of
 
a Chair
 
or
 
on any
 
question of
adjournment shall be taken at the meeting without adjournment.
13.
 
Any director
 
or officer
 
of the
 
Issuer and
 
its lawyers
 
may attend
 
and speak
 
at any
 
meeting.
Save as
 
aforesaid, but
 
without prejudice
 
to the
 
proviso to
 
the definition
 
of
outstanding
in
subclause
 
of this
 
Agreement, no
 
person shall be
 
entitled to
 
attend and
 
speak nor
 
shall
any
 
person
 
be
 
entitled
 
to
 
vote
 
at
 
any
 
meeting
 
of
 
the
 
Noteholders
 
or
 
join
 
with
 
others
 
in
requisitioning
 
the
 
convening
 
of
 
such
 
a
 
meeting
 
unless
 
they
 
either
 
produce
 
the
 
Note
 
or
Notes
 
of which
 
they
 
are the
 
holder or
 
a voting
 
certificate or
 
is a
 
proxy.
 
Neither the
 
Issuer
nor any
 
of its
 
Subsidiaries shall be
 
entitled to
 
vote at
 
any meeting in
 
respect of
 
Notes held
by
 
it
 
for the
 
benefit of
 
any such
 
company and
 
no other
 
person shall
 
be entitled
 
to
 
vote
 
at
any
 
meeting
 
in
 
respect
 
of
 
Notes
 
held
 
by
 
it
 
for
 
the
 
benefit
 
of
 
any
 
such
 
company.
 
Nothing
herein
 
contained
 
shall
 
prevent
 
any
 
of
 
the
 
proxies
 
named
 
in
 
any
 
block
 
voting
 
instruction
from being a director, officer or representative of or otherwise connected with the Issuer.
14.
 
Subject as provided in paragraph
 
hereof at any meeting:
(a)
 
on
 
a
 
show of
 
hands
 
every person
 
who is
 
present
 
in
 
person and
 
produces a
 
Note
or
 
voting certificate or is a proxy shall have one vote; and
(b)
 
on a poll every person who
 
is so present shall have one vote
 
in respect of:
(i)
 
in the case of a meeting of the holders of Notes all of which are
denominated in a
 
single currency, each minimum integral amount of such
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currency; and
0010155-0003327 UKO2:
 
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(ii)
 
in the
 
case of
 
a meeting
 
of the
 
holders of
 
Notes denominated
 
in more
 
than
one
 
currency,
 
each
 
€1.00
 
or,
 
in
 
the
 
case
 
of
 
a
 
Note
 
denominated
 
in
 
a
currency
 
other
 
than
 
euro,
 
the
 
equivalent
 
of
 
€1.00
 
in
 
such
 
currency
 
at
 
the
Agent's
 
spot
 
buying
 
rate
 
for
 
the
 
relevant
 
currency
 
against
 
euro
 
at
 
or
 
about
11.00
 
a.m.
 
(London
 
time)
 
on
 
the
 
date
 
of
 
publication
 
of
 
the
 
notice
 
of
 
the
relevant
 
meeting
 
(or
 
of
 
the
 
original
 
meeting
 
of
 
which
 
such
 
meeting
 
is
 
an
adjournment),
or
 
such
 
other
 
amount
 
as
 
the
 
Agent
 
shall
 
in
 
its
 
absolute
 
discretion
 
stipulate
 
in
nominal
 
amount
 
of
 
Notes
 
so
 
produced
 
or
 
represented
 
by
 
the
 
voting
 
certificate
 
so
produced or in respect of which they are a proxy.
Without prejudice to the obligations of the proxies named in any block voting instruction any
person
 
entitled to
 
more than
 
one vote
 
need
 
not use
 
all
 
their
 
votes or
 
cast
 
all the
 
votes to
which they are entitled in the same way.
15.
 
The proxies named in any
 
block voting instruction
 
need not be Noteholders.
16.
 
Each block voting instruction
 
together (if so requested
 
by the Issuer) with proof
 
satisfactory
to the Issuer of
 
its due execution on
 
behalf of the relevant Paying
 
Agent shall be deposited
at such
 
place as the
 
Agent shall approve
 
not less than
 
24 hours before
 
the time appointed
for
 
holding
 
the
 
meeting
 
or
 
adjourned
 
meeting
 
at
 
which
 
the
 
proxies
 
named
 
in
 
the
 
block
voting
 
instruction
 
propose
 
to
 
vote
 
and
 
in
 
default
 
the
 
block
 
voting
 
instruction
 
shall
 
not
 
be
treated as
 
valid unless
 
the Chair
 
of the
 
meeting decides otherwise
 
before such
 
meeting or
adjourned meeting
 
proceeds to
 
business.
 
A certified
 
copy of
 
each block
 
voting instruction
shall be
 
deposited with
 
the Agent
 
before the
 
commencement of
 
the meeting
 
or adjourned
meeting but
 
the Agent
 
shall not
 
thereby be
 
obliged to investigate
 
or be
 
concerned with the
validity of or the authority of the proxies named in any such block voting
 
instruction.
17.
 
Any
 
vote
 
given
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
a
 
block
 
voting
 
instruction
 
shall
 
be
 
valid
notwithstanding the
 
previous revocation
 
or amendment
 
of the
 
block voting
 
instruction or
 
of
any
 
of
 
the
 
Noteholders' instructions
 
pursuant to
 
which
 
it
 
was
 
executed PROVIDED
 
THAT
no intimation in writing of such revocation or amendment shall have been received from
 
the
relevant
 
Paying
 
Agent
 
by
 
the
 
Issuer
 
at
 
its
 
registered
 
office
 
(or
 
such
 
other
 
place
 
as
 
may
have been
 
approved by
 
the Agent
 
for the
 
purpose) by
 
the time
 
being 24
 
hours before
 
the
time
 
appointed
 
for
 
holding
 
the
 
meeting
 
or
 
adjourned
 
meeting
 
at
 
which
 
the
 
block
 
voting
instruction is to be used.
18.
 
A
 
meeting
 
of
 
the
 
Noteholders shall
 
in
 
addition to
 
the
 
powers hereinbefore
 
given
 
have the
following powers exercisable by Extraordinary Resolution
 
(subject to the provisions relating
to quorum contained in paragraphs
 
and
 
above) only, namely:
(a)
 
power to
 
sanction any
 
compromise or
 
arrangement proposed
 
to be
 
made between
the Issuer and the Noteholders and Couponholders or any of
 
them;
(b)
 
power
 
to
 
sanction
 
any
 
abrogation,
 
modification,
 
compromise
 
or
 
arrangement
 
in
respect
 
of
 
the
 
rights
 
of
 
the
 
Noteholders
 
and
 
Couponholders
 
against
 
the
 
Issuer
 
or
against any of its property whether such rights
 
shall arise under this Agreement, the
Notes or the Coupons or otherwise;
(c)
 
power to assent to any modification of the provisions contained in this Agreement or
the
 
Conditions,
 
the
 
Notes,
 
the
 
Coupons
 
or
 
the
 
Deed
 
of
 
Covenant
 
which
 
shall
 
be
proposed by the Issuer;
(d)
 
power
 
to
 
give
 
any
 
authority
 
or
 
sanction
 
which
 
under
 
the
 
provisions
 
of
 
this
Agreement or the Notes is required to be given by Extraordinary
 
Resolution;
0010155-0003327 UKO2:
 
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(e)
 
power
 
to
 
appoint
 
any
 
persons
 
(whether
 
Noteholders
 
or
 
not)
 
as
 
a
 
committee
 
or
committees
 
to
 
represent the
 
interests
 
of
 
the
 
Noteholders
 
and
 
to
 
confer upon
 
such
committee
 
or
 
committees
 
any
 
powers
 
or
 
discretions
 
which
 
the
 
Noteholders
 
could
themselves exercise by
 
Extraordinary Resolution;
(f)
 
power to sanction any scheme or proposal for the exchange or sale of the Notes for,
or the
 
conversion of the
 
Notes into
 
or the cancellation
 
of the Notes
 
in consideration
of,
 
shares,
 
stock,
 
notes,
 
bonds,
 
debentures,
 
debenture
 
stock
 
and/or
 
other
obligations
 
and/or
 
securities
 
of
 
the
 
Issuer
 
or
 
any
 
other
 
company
 
formed
 
or
 
to
 
be
formed,
 
or
 
for
 
or
 
into
 
or
 
in
 
consideration
 
of
 
cash,
 
or
 
partly
 
for
 
or
 
into
 
or
 
in
consideration
 
of
 
such
 
shares,
 
stock,
 
notes,
 
bonds,
 
debentures,
 
debenture
 
stock
and/or
 
other
 
obligations
 
and/or
 
securities
 
as
 
aforesaid
 
and
 
partly
 
for
 
or
 
into
 
or
 
in
consideration of cash; and
(g)
 
power
 
to
 
approve
 
the
 
substitution
 
of
 
any
 
entity
 
in
 
place
 
of
 
(i)
 
the
 
Issuer
 
(or
 
any
previous
 
substitute)
 
as
 
the
 
principal
 
debtor
 
in
 
respect
 
of
 
the
 
Notes
 
and
 
the
Coupons.
19.
 
Any
 
resolution
 
(i)
 
passed
 
at
 
a
 
meeting
 
of
 
the
 
Noteholders
 
duly
 
convened
 
and
 
held;
 
(ii)
passed
 
as
 
a
 
resolution
 
in
 
writing
 
or
 
(iii)
 
passed
 
by
 
way
 
of
 
electronic
 
consents
 
given
 
by
Noteholders
 
through
 
the
 
relevant
 
clearing
 
system(s),
 
in
 
accordance
 
with
 
the
 
provision
hereof
 
shall
 
be
 
binding
 
upon
 
all
 
the
 
Noteholders
 
whether
 
present
 
or
 
not
 
present
 
at
 
such
meeting referred to in
 
(i) above and
 
whether or not voting
 
and upon all Couponholders
 
and
each of them
 
shall be bound to
 
give effect thereto accordingly
 
and the passing of
 
any such
resolution
 
shall be
 
conclusive evidence
 
that the
 
circumstances justify
 
the
 
passing thereof.
Notice of the result of the voting
 
on any resolution duly considered by the Noteholders shall
be
 
published in
 
accordance with
 
Condition 12
 
by the
 
Issuer
 
within 14
 
days
 
of
 
such result
being known PROVIDED THAT
 
the non-publication of such
 
notice shall not invalidate
 
such
resolution.
20.
 
The expression
Extraordinary
 
Resolution
when used
 
in this
 
Agreement or
 
the Conditions
means
(a)
 
a
 
resolution
 
passed
 
at
 
a
 
meeting
 
of
 
the
 
Noteholders
 
duly
 
convened
 
and
 
held
 
in
accordance with the provisions herein contained by a majority consisting of not less than 75
per cent. of the
 
persons voting thereat upon a show
 
of hands or if
 
a poll be duly demanded
then by a majority consisting of not less
 
than 75 per cent. of the votes given
 
on such poll
 
or
(b) a resolution in writing signed
 
by or
 
on behalf of the holders of
 
not less than 75 per cent.
in nominal
 
amount
 
of the
 
Notes for
 
the time
 
being outstanding,
 
which resolution
 
in writing
may be contained in
 
one document or
 
in several documents in
 
similar form each signed
 
by
or
 
on
 
behalf
 
of
 
one
 
or
 
more
 
of
 
the
 
Noteholders or
 
(c)
 
consent
 
given
 
by
 
way
 
of
 
electronic
consents through the
 
relevant clearing system(s)
 
(in a form
 
satisfactory to the
 
Agent) by or
on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes for the
time being outstanding.
21.
 
Minutes
 
of
 
all
 
resolutions
 
and
 
proceedings
 
at
 
every
 
such
 
meeting
 
as
 
aforesaid
 
shall
 
be
made
 
and duly
 
entered in
 
books to
 
be from
 
time to
 
time
 
provided for
 
that
 
purpose by
 
the
Issuer
 
and
 
any
 
such
 
Minutes
 
as
 
aforesaid
 
if
 
purporting
 
to
 
be
 
signed
 
by
 
the
 
Chair
 
of
 
the
meeting
 
at
 
which
 
such
 
resolutions
 
were
 
passed
 
or
 
proceedings
 
had
 
shall
 
be
 
conclusive
evidence
 
of
 
the
 
matters
 
therein
 
contained
 
and
 
until
 
the
 
contrary
 
is
 
proved
 
every
 
such
meeting in
 
respect of
 
the proceedings
 
of which Minutes
 
have been made
 
shall be
 
deemed
to
 
have
 
been
 
duly
 
held
 
and
 
convened
 
and
 
all
 
resolutions
 
passed
 
or
 
proceedings
 
had
thereat to have been duly passed or had.
22.
 
Subject
 
to
 
all
 
other
 
provisions contained
 
herein the
 
Agent may
 
without the
 
consent of
 
the
Issuer,
 
the Noteholders
 
or the
 
Couponholders prescribe
 
such further
 
regulations regarding
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the requisitioning and/or the
 
holding of meetings of Noteholders
 
and attendance and voting
thereat
 
as
 
the
 
Agent
 
may
 
in
 
its
 
sole
 
discretion
 
think
 
fit
 
(including,
 
without
 
limitation,
 
the
holding of
 
meetings by
 
conference call,
 
including by
 
use of
 
a videoconference
 
platform in
circumstances where it may be impractical or inadvisable to hold physical
 
meetings).
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SCHEDULE 5
FORM OF PUT NOTICE
for Notes in definitive form
EQUINOR ASA
[
title of relevant Series
 
of Notes
]
By depositing this duly completed
 
Notice with any Paying Agent for
 
the above Series of Notes
 
(the
Notes
)
 
the
 
undersigned holder
 
of
 
such
 
Notes surrendered
 
with this
 
Notice and
 
referred to
 
below
irrevocably exercises its option to have
 
such Notes redeemed in accordance with Condition
 
5(
f
) on
[redemption date].
This Notice relates to Notes
 
in the aggregate nominal
 
amount of
.............. bearing the following serial numbers:
................................................................
................................................................
................................................................
If the
 
Notes referred
 
to above
 
are to
 
be returned
 
(1) to
 
the
 
undersigned under
 
subclause
 
of
the Agency Agreement, they should be returned by post to:
.........................
.........................
.........................
Payment Instructions
Please make
 
payment in
 
respect
 
of the
 
above-mentioned Notes
 
by [cheque
 
posted to
 
the
 
above
address/transfer to the following bank account] (2):
Bank:
 
................................
Branch Address:
 
................................
Branch Code:
 
................................
Account Number:
 
................................
Signature of holder:
 
................................
Duly authorised on behalf of [
]
[To
 
be completed by
 
recipient Paying
Agent]
Details of missing unmatured
 
Coupons
 
....................
 
(3)
Received by:
 
.........................
0010155-0003327 UKO2:
 
2004375908.9
135
[Signature and stamp of
 
Paying Agent]
At its office at:
 
.................................
On:
 
......................................
Notes
(1)
 
The Agency Agreement provides that Notes so returned will be sent by post, uninsured and
at the
 
risk of the
 
Noteholder, unless
 
the Noteholder otherwise
 
requests and pays
 
the costs
of such
 
insurance to
 
the relevant
 
Paying Agent
 
at the
 
time of
 
depositing the
 
Note referred
to above.
(2)
 
Delete as applicable.
(3)
 
Only relevant for Fixed
 
Rate Notes in definitive
 
form.
N.B.
 
The
 
Paying
 
Agent
 
with
 
whom
 
the
 
above-mentioned
 
Notes
 
are
 
deposited
 
will
 
not
 
in
 
any
circumstances
 
be
 
liable
 
to
 
the
 
depositing
 
Noteholder
 
or
 
any
 
other
 
person
 
for
 
any
 
loss
 
or
damage
 
arising
 
from
 
any
 
act,
 
default
 
or
 
omission
 
of
 
such
 
Paying
 
Agent
 
in
 
relation
 
to
 
the
said Notes
 
or any
 
of them
 
unless such
 
loss or
 
damage was
 
caused by
 
the fraud
 
or gross
negligence of such Paying Agent or its directors, officers or employees.
This
 
Put
 
Notice
 
is
 
not
 
valid
 
unless
 
all
 
of
 
the
 
paragraphs
 
requiring
 
completion
 
are
 
duly
completed.
 
Once
 
validly
 
given
 
this
 
Put
 
Notice
 
is
 
irrevocable
 
except
 
in
 
the
circumstances
 
set
 
out
 
in subclause
 
of the Agency Agreement.
0010155-0003327 UKO2:
 
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SCHEDULE 6
FORM OF
 
DEED POLL
This Deed
 
Poll is
 
made on
 
[
 
] by
 
[
name of
 
existing issuer
] as
 
existing issuer
 
(in its
 
capacity as
existing
 
issuer
 
of
 
the
 
Notes
 
(as
 
defined
 
below),
 
the
Existing
 
Issuer
),
 
a
 
company
 
incorporated
in
 
[
 
],
 
[and] [
name
 
of
 
Substitute
]
 
as
 
the
 
substitute
 
of
 
the
 
Existing
 
Issuer
 
(the
Substitute
),
 
a
company
 
incorporated
 
in
 
[
 
]
 
[and
 
Equinor
 
ASA
 
[and
 
Equinor
 
Energy
 
AS]
 
as
 
guarantor[s]
 
(in
[its][their]
 
capacity
 
as
 
guarantor[s],
 
the
Guarantor[s]
),
 
[a
 
company][companies]
 
incorporated
 
in
The Kingdom of Norway].
(A)
 
The
 
Existing
 
Issuer
 
has
 
entered
 
into
 
a
 
Programme
 
Agreement
 
dated
 
9
 
May
 
2022
 
(the
Programme
 
Agreement
which
 
expression
 
includes
 
the
 
same
 
as
 
it
 
may
 
be
 
amended,
supplemented
 
or
 
restated from
 
time
 
to
 
time)
 
with the
 
Dealers
 
named therein
 
under
 
which
the Existing Issuer has issued and
 
has outstanding Euro Medium Term Notes (
Notes
).
(B)
 
The
 
Notes
 
have
 
been
 
issued
 
subject
 
to
 
and
 
have
 
the
 
benefit
 
of
 
an
 
Agency
 
Agreement
dated 9 May
 
2022 (the
Agency Agreement
which expression includes the same
 
as it may
be amended,
 
supplemented or
 
restated from
 
time to
 
time) and
 
entered into
 
between,
inter
alios
,
 
the
 
Existing
 
Issuer,
 
The
 
Bank
 
of
 
New
 
York
 
Mellon,
 
London
 
Branch
 
as
 
Agent
 
(the
Agent
which expression shall include
 
its successor or
 
successors for the
 
time being under
the Agency Agreement) and the other parties named therein.
(C)
 
The
 
Existing
 
Issuer
 
has
 
executed
 
a
 
Deed
 
of
 
Covenant
 
dated
 
13
 
May
 
2020
 
(the
Deed
 
of
Covenant
,
 
which
 
expression includes
 
the
 
same as
 
it
 
may
 
be
 
amended, supplemented
 
or
restated from
 
time to
 
time) relating
 
to Global
 
Notes (as
 
defined in
 
the Agency
 
Agreement)
issued by the Existing Issuer pursuant to the Programme Agreement.
(D)
 
It
 
has
 
been
 
proposed
 
that
 
in
 
respect
 
of
 
the
 
Notes
 
there
 
will
 
be
 
a
 
substitution
 
of
 
the
Substitute
 
for
 
the
 
Existing
 
Issuer
 
as
 
the
 
issuer
 
of
 
the
 
Notes.
 
Expressions
 
defined
 
in
 
the
Agency
 
Agreement
 
have
 
the
 
same
 
meaning
 
in
 
this
 
Deed
 
unless
 
the
 
context
 
requires
otherwise.
(E)
 
References
 
herein
 
to
Notes
include
 
any
Underlying
 
Notes
(as
 
defined
 
in
 
the
 
Deed
 
of
Covenant).
 
References
 
herein
 
to
Coupons
are
 
to
 
Coupons
 
relating
 
to
 
the
 
Notes.
References
 
herein
 
to
Holder
means
 
any
 
Noteholder,
 
Couponholder
 
or,
 
in
 
relation
 
to
 
any
Underlying Notes, any Relevant Account Holder.
THIS DEED WITNESSES
as follows:
1.
 
The Substitute agrees that, with
 
effect from and
 
including the first date on
 
which notice has
been given by the Existing Issuer pursuant to Condition 14 and all
 
the other requirements of
such Condition have been met (the
Effective Date
), it shall be deemed to be
the Issuer
for
all purposes in respect of the Notes
 
and any Coupons and accordingly it shall be entitled
 
to
all the rights, and
 
subject to all the liabilities, on
 
the part of the
 
Existing Issuer contained in
them.
2.
 
With effect from and including
 
the Effective Date:
(a)
 
the
 
Existing Issuer
 
shall
 
be
 
released
 
from
 
all
 
its
 
liabilities, in
 
its
 
capacity as
issuer
 
of
 
the Notes, contained in the Notes and any Coupons; and
(b)
 
the Terms and Conditions of the Notes (the
Conditions
) shall be amended as
 
follows:
(i)
 
all references to
the Kingdom of Norway
[(or, as the case may be, the
0010155-0003327 UKO2:
 
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jurisdiction of
 
incorporation
 
or
 
residence
 
for
 
tax
 
purposes
 
of
 
the
preceding
 
substituted
0010155-0003327 UKO2:
 
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company)] in Condition 5(b)
 
shall, in respect of
 
payments to be made
 
by the
Substitute
 
(but
 
not
 
in
 
respect
 
of
 
payments
 
to
 
be
 
made
 
by
 
[[(A)]
 
the
 
New
Guarantor
 
(as
 
defined
 
below)
 
][[or
 
(B)]
 
the
 
Guarantor[s])]
 
under
 
this
 
Deed
Poll), be
 
replaced
 
by references to
 
"[
jurisdiction of
 
a country
 
of residence of
the Substitute for tax purposes and/or, if different, of its incorporation
]"; and
(ii)
 
all
 
references
 
to
the
 
Kingdom
 
of
 
Norway
[(or,
 
as
 
the
 
case
 
may
 
be,
 
the
jurisdiction
 
of
 
incorporation
 
or
 
residence
 
for
 
tax
 
purposes
 
of
 
the
 
preceding
substituted
 
company)]
 
in
 
Condition
 
6
 
shall,
 
in
 
respect
 
of
 
payments
 
to
 
be
made by the
 
Substitute (but not
 
in respect of
 
payments to be
 
made by [[(A)]
the New Guarantor (as
 
defined below) ][[or (B)]
 
the Guarantor[s])] under this
Deed
 
Poll),
 
be
 
replaced
 
by
 
references
 
to
 
"[
jurisdiction
 
of
 
a
 
country
 
of
residence
 
of
 
the
 
Substitute
 
for
 
tax
 
purposes
 
and/or,
 
if
 
different,
 
of
 
its
incorporation
]".
3.
 
(a)
 
The [Existing Issuer
 
(in such capacity,
 
the
New Guarantor
)[ and the]
 
Guarantor[s][,
subject
 
(in
 
the
 
case
 
of
 
Equinor
 
Energy
 
AS)
 
to
 
Condition
 
[2(c)]
 
(
Termination
 
of
 
the
Guarantee
) and clause 3(g) below,] unconditionally and irrevocably guarantee[s] [on
a joint and several basis] that, if for any reason the Substitute does not pay any sum
payable by it
 
under any Note or
 
Coupon (whether or not
 
attached to it) or
 
this Deed
on
 
the
 
date
 
specified
 
for
 
such
 
payment
 
(whether
 
on
 
the
 
normal
 
due
 
date,
 
on
acceleration
 
or
 
otherwise),
 
[the
 
New
 
Guarantor
 
][or]
 
the
 
Guarantor[s]
 
will
 
pay
 
that
sum
 
in
 
the
 
currency
 
in
 
which
 
it
 
is
 
payable
 
under
 
such
 
Note
 
to
 
the
 
Holder
 
on
 
that
date on
 
demand to
 
[either][ the
 
New Guarantor
 
at [
]][ or
 
]the Guarantor[s] at [
 
]].
(b)
 
As
 
between [the
 
New
 
Guarantor][, ][the
 
Guarantor[s]] and
 
each
 
Holder
 
but
 
without
effecting
 
the
 
Substitute's
 
obligations,
 
[each
 
of][
 
the
 
New
 
Guarantor
 
][and
 
][the
Guarantor[s]]
 
will
 
be
 
[jointly
 
and
 
severally]
 
liable
 
under
 
this
 
Deed
 
as
 
if
 
it
 
were
 
the
sole
 
principal
 
debtor
 
and
 
not
 
merely
 
a
 
surety.
 
Accordingly,
 
[each
 
of][
 
the
 
New
Guarantor][and][
 
the
 
Guarantor[s]]
 
will
 
not
 
be
 
discharged,
 
nor
 
will
 
its
 
liability
 
be
affected,
 
by anything
 
which would
 
not
 
discharge it
 
or
 
affect
 
is liability
 
if
 
it were
 
the
sole
 
principal
 
debtor
 
(including
 
(i)
 
any
 
time,
 
indulgence,
 
concession,
 
waiver
 
or
consent at any time given to the Substitute or
 
any other person, (ii)
 
any amendment
or
 
supplement to
 
any
 
of
 
the
 
Conditions
 
or
 
to
 
this
 
Deed
 
or
 
to
 
any
 
security
 
or
 
other
guarantee or indemnity, (iii) the making or absence of any demand on the Substitute
or any other person for payment, (iv)
 
the enforcement or absence of enforcement of
any
 
Note
 
or
 
any
 
Coupon
 
or
 
this
 
Deed
 
or
 
of
 
any
 
security
 
or
 
other
 
guarantee
 
or
indemnity,
 
(v)
 
the
 
taking,
 
existence
 
or
 
release
 
of
 
any
 
security,
 
guarantee
 
or
indemnity,
 
(vi)
 
the
 
winding-up,
 
dissolution,
 
amalgamation,
 
reconstruction
 
or
reorganisation of the Substitute or
 
any other person or (vii) the
 
illegality, invalidity or
unenforceability of or
 
any defect in
 
any provision of
 
any Note or
 
any Coupon or
 
this
Deed or any of the Substitute's obligations under any of them).
(c)
 
The
 
[New
 
Guarantor's
 
][and,
 
subject
 
(in
 
the
 
case
 
of
 
Equinor
 
Energy
 
AS)
 
to
Condition
 
[2(c)]
 
(
Termination
 
of
 
Guarantee
)
 
and
 
clause
 
3(g)
 
below,
 
the
Guarantor[s]'[s]
 
respective]
 
obligations
 
under
 
this
 
Deed
 
are
 
and
 
will
 
remain
 
in
 
full
force
 
and effect
 
by way
 
of
 
continuing security
 
until no
 
sum
 
remains payable
 
under
the Notes or any
 
Coupons or this Deed. Furthermore, these
 
obligations of [each of][
the
 
New
 
Guarantor
 
][and
 
][the
 
Guarantor[s]]
 
are
 
additional
 
to,
 
and
 
not
 
instead
 
of,
any
 
security
 
or
 
other
 
guarantee
 
or
 
indemnity
 
at
 
any
 
time
 
existing
 
in
 
favour
 
of
 
any
person,
 
whether
 
from
 
[the
 
New
 
Guarantor][,
 
][the
 
Guarantor[s]]
 
or
 
otherwise,
 
and
may
 
be
 
enforced
 
without first
 
having
 
recourse to
 
the
 
Substitute,
 
any other
 
person,
any
 
security
 
or
 
any
 
other
 
guarantee
 
or
 
indemnity.
 
[The][Each
 
of
 
the][
 
New
Guarantor
 
][and][
 
the
 
Guarantor[s]]
 
irrevocably
 
waive[s]
 
all
 
notices
 
and
 
demands
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whatsoever.
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(d)
 
So long
 
as any
 
sum remains
 
payable under
 
any Note
 
or any
 
Coupon or
 
this Deed
no right of the [New Guarantor ][or ][the Guarantor[s]], by reason of the performance
of any
 
of [its][their]
 
obligations under this
 
Deed, to
 
be indemnified
 
by the
 
Substitute
or to take the benefit of or enforce any security or other guarantee or indemnity shall
be exercised or enforced.
(e)
 
[The][Each of
 
the][ New
 
Guarantor ][and
 
the] Guarantor[s]]
 
shall on
 
demand [jointly
and
 
severally]
 
indemnify
 
the
 
relevant
 
Holder
 
against
 
any
 
cost,
 
loss,
 
expense
 
or
liability sustained
 
or
 
incurred by
 
it
 
(other than
 
value added
 
tax or
 
similar tax
 
to the
extent
 
recoverable
 
by
 
the
 
relevant
 
Holder)
 
as
 
a
 
result
 
of
 
it
 
being
 
required
 
for
 
any
reason (including any bankruptcy,
 
insolvency,
 
winding-up, dissolution, or similar law
of any jurisdiction)
 
to refund all
 
or part
 
of any amount
 
received or recovered
 
by it in
respect of
 
any sum
 
payable by
 
the
 
Substitute under
 
any
 
relevant
 
Note
 
or
 
Coupon
or
 
this
 
Deed
 
and
 
[each
 
of
 
][the
 
New
 
Guarantor
 
][and
][the Guarantor[s]] shall in
 
any event pay
 
to it on
 
demand the amount
 
as refunded by
it.
(f)
 
As
 
separate,
 
independent
 
and
 
alternative
 
stipulations,
 
[each
 
of
 
][the
 
New
Guarantor
 
][and
][the
 
Guarantor[s]]
 
unconditionally
 
and
 
irrevocably
 
agrees[,
 
on
 
a
 
joint
 
and
 
several
basis]: (i)
 
that any
 
sum which,
 
although expressed
 
to
 
be payable
 
by the
 
Substitute
under any
 
Note or
 
any Coupon or
 
this Deed, is
 
for any
 
reason (whether or
 
not now
existing
 
and
 
whether or
 
not
 
now
 
known
 
or
 
becoming known
 
to
 
the
 
Substitute, [the
New
 
Guarantor][
 
the
 
Guarantor[s]]
 
or
 
any
 
Noteholder
 
or
 
Couponholder)
 
not
recoverable from [either [of ]][the New
 
Guarantor ][or
][the
 
Guarantor[s]]
 
on
 
the
 
basis
 
of
 
a
 
guarantee
 
shall
 
nevertheless
 
be
 
recoverable
from
 
it
 
if
 
it
 
were
 
the
 
sole
 
principal
 
debtor
 
and
 
shall
 
be
 
paid
 
by
 
it
 
to
 
the
 
relevant
Holder on demand
 
and
(ii) as
 
a primary
 
obligation to
 
indemnify each
 
Holder against
 
any loss
 
suffered by
 
it
as a result of any sum expressed to
 
be payable by the Substitute under any Note or
any Coupon
 
or this
 
Deed not
 
being paid
 
by the
 
time, on
 
the date
 
and otherwise
 
in
the manner
 
specified therein or
 
any payment obligation
 
of the
 
Substitute under any
Note or any Coupon or this Deed being or becoming
 
void, voidable or unenforceable
for
 
any
 
reason
 
(whether
 
or
 
not
 
now
 
existing
 
and
 
whether
 
or
 
not
 
now
 
known
 
or
becoming
 
known
 
to
 
the
 
Substitute,
 
[the
 
New
 
Guarantor][,
 
the
 
Guarantor[s]]
 
or
 
any
Noteholder or
 
Couponholder), the
 
amount of
 
that loss
 
being the
 
amount expressed
to be payable by the Substitute in respect of the relevant sum.
(g)
 
[The release
 
of Equinor
 
Energy AS
 
in accordance
 
with Condition
 
2(c) (
Termination
of Guarantee
) from its
 
obligations under this
 
Deed Poll will take
 
effect automatically
unconditionally,
 
without prejudice
 
to
 
any obligations
 
which may
 
have accrued
 
prior
to that time, without the need for any further act or thing to be done.]
4.
 
All
 
payments
 
made
 
by
 
[either
 
[of
 
]][the
 
New
 
Guarantor
 
][or
 
][the
 
Guarantor[s]]
 
under
 
this
Deed
 
shall be made free
 
and clear of, and
 
without withholding or deduction for,
 
any taxes,
duties, assessments or governmental charges (
Taxes
) of whatever nature
 
imposed, levied,
collected, withheld or assessed by or within the Kingdom of Norway or any authority therein
or thereof
 
having power to
 
tax, unless
 
such withholding or
 
deduction is
 
required by
 
law.
 
In
that
 
event
 
[either [of]][the
 
New
 
Guarantor ][or
 
][the
 
Guarantor[s]] shall
 
pay such
 
additional
amounts as will result in receipt by the Noteholders and Couponholders of
 
such amounts as
would
 
have
 
been
 
received
 
by
 
them
 
had
 
no
 
such
 
withholding
 
or
 
deduction
 
been
 
required,
except that no such additional amounts shall be
 
payable in respect of any Note or Coupon:
(a)
 
to,
 
or
 
to
 
a
 
third
 
party
 
on
 
behalf
 
of,
 
a
 
Holder
 
who
 
presented
 
the
 
relevant
 
Note
 
or
Coupon for payment in the Kingdom of Norway;
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(b)
 
to,
 
or
 
to
 
a
 
third
 
party
 
on
 
behalf
 
of,
 
a
 
Holder
 
who
 
is
 
liable
 
(or
 
where
 
the
 
beneficial
owner is liable) to such Taxes
 
by reason of the Holder having some connection with
the Kingdom of Norway other than the mere holding of the Note
 
or Coupon;
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(c)
 
to,
 
or
 
to
 
a
 
third
 
party
 
on
 
behalf
 
of,
 
a
 
Holder
 
who
 
presented
 
the
 
relevant
 
Note
 
or
Coupon for
 
payment more
 
than 30
 
days after
 
the Relevant
 
Date (as
 
defined in
 
the
Conditions) except
 
to the
 
extent that
 
such Holder
 
would have
 
been entitled
 
to such
additional amounts on presenting the same for payment on such
 
thirtieth day;
(d)
 
on
 
account
 
of
 
any
 
Taxes
 
that
 
are
 
payable
 
pursuant
 
to
 
the
 
Norwegian
 
Tax
 
Act
section
 
10-80 on
 
payments to
 
related
 
companies or
 
undertakings (as
 
such term
 
is
defined in the Norwegian Tax
 
Act section 10-82) tax resident in a low-tax jurisdiction
(as such term is defined in the Norwegian Tax Act section 10-63); or
(e)
 
as a result of any FATCA Withholding (as defined in the Agency
 
Agreement).
5.
 
The Conditions shall apply,
 
where the context so admits, with any
 
necessary consequential
modifications,
 
to
 
[the
 
New
 
Guarantor
 
][,
 
][the
 
Guarantor[s]]
 
and
 
to
 
[its][their
 
respective]
obligations under this Deed.
 
For the avoidance of doubt:
(a)
 
in Condition
 
2(b) (
Status of
 
Guarantee
) the
 
payment obligations shall
 
include those
of [the New Guarantor ][and ][the Guarantor[s]] under this Deed;
(b)
 
[Condition
 
2(c)
 
(
Termination
 
of
 
Guarantee
)
 
shall
 
apply,
mutatis
 
mutandis
,
 
to
 
the
obligations
 
of
 
Equinor
 
Energy
 
AS
 
(but
 
not,
 
for
 
the
 
avoidance
 
of
 
doubt,
 
the
[New][other] Guarantor) under clause 3 of this Deed;]
(c)
 
in Condition 5(b) (
Redemption for Tax Reasons
):
(i)
 
references
 
to
 
"the
 
Guarantee"
 
shall
 
be
 
replaced
 
by
 
references
 
to
 
the
obligations of
 
the
 
[New Guarantor
 
][[and ][the
 
Guarantor[s][, as
 
applicable,]
under clause 3 of this Deed; and
(ii)
 
references to
 
"the Guarantor"
 
shall be
 
replaced by
 
references to
 
"[each of][
the New Guarantor ][and ][the Guarantor[s]]";
(d)
 
Condition 5(h)
 
(
Purchases
) shall
 
apply,
mutatis mutandis,
to [the
 
New Guarantor
 
][,
][the
 
Guarantor[s]] and
 
any Notes
 
so purchased
 
shall not
 
entitle the
 
holder to
 
vote
at, or
 
attend, or
 
be counted towards
 
the quorum at
 
meetings of
 
the Noteholders
 
for
such Notes;
(e)
 
Condition 8 (
Events of Default
):
(i)
 
references
 
to
 
the
 
Issuer
 
in
 
subclause
 
(d)
 
(
Winding-up
),
 
shall
 
include
 
a
reference to [the New Guarantor][ and ][the Guarantor[s]];
(ii)
 
there
 
shall
 
be
 
an
 
additional
 
Event
 
of
 
Default
 
if
 
the
 
Substitute
 
ceases
 
to
be wholly-owned and controlled by Equinor ASA; and
(iii)
 
there
 
shall
 
be
 
an
 
additional
 
Event
 
of
 
Default
 
if
 
the
 
obligations
 
of
 
[the
 
New
Guarantor ][or
 
][either of
 
][the Guarantor[s]]
 
under this
 
Deed are
 
not (or
 
are
claimed by [the New Guarantor ][or ][either of ][the Guarantor[s]] not to be) in
full force and effect; and
(f)
 
in
 
Condition
 
13
 
(
Meetings
 
of
 
Noteholders,
 
Modification
 
and
 
Waiver
)
 
an
 
extra
category
 
shall
 
be
 
added
 
to
 
the
 
proposals
 
for
 
which
 
a
 
special
 
quorum
 
is
 
required,
namely
 
a
 
proposal
 
to
 
modify
 
or
 
cancel
 
the
 
obligations
 
of
 
[either
 
[of]][
 
the
 
New
Guarantor][ or ][the Guarantor[s]] under this Deed.
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6.
 
The Substitute[, / and][ the New Guarantor ][and][ the Guarantor[s]] agree that the benefit of
the undertakings
 
and the
 
covenants binding
 
upon them
 
contained in
 
this Deed
 
shall be
 
for
the benefit of
 
each and every
 
Holder and each Holder
 
shall be entitled
 
severally to enforce
such
 
obligations
 
against
 
the
 
Substitute[,
 
/
 
and][
 
the
 
New
 
Guarantor
 
][and
 
][
 
the
Guarantor[s]].
7.
 
This Deed
 
shall be
 
deposited with
 
and held
 
to the
 
exclusion of
 
the Substitute[,
 
/ and][
 
the
New
 
Guarantor
 
][and
 
][the
 
Guarantor[s]]
 
by
 
the
 
Agent
 
at
 
its
 
specified
 
office
 
for
 
the
 
time
being
 
under
 
the
 
Conditions
 
and
 
the
 
Substitute[,
 
/
 
and][
 
the
 
New
 
Guarantor
 
][and][
 
the
Guarantor[s]] hereby
 
acknowledge the right
 
of every
 
Noteholder to production
 
of this
 
Deed
and,
 
upon
 
request
 
and
 
payment
 
of
 
the
 
expenses
 
incurred
 
in
 
connection
 
therewith,
 
to
 
the
production of a copy hereof certified by the Agent to be a true and
 
complete copy.
8.
 
This Deed
 
may only
 
be amended
 
in the
 
same way
 
as the
 
other Conditions
 
are capable
 
of
amendment under
 
of the
 
Agency Agreement
 
and any
 
such amendment
 
of this
Deed
 
will
 
constitute
 
one
 
of
 
the
 
proposals
 
specified
 
in
 
Condition
 
13
 
(
Meetings
 
of
Noteholders, Modification and Waiver
) to which special quorum provisions apply.
9.
 
The
 
Deed
 
and
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
it
 
are
governed
 
by, and shall be construed in accordance with, English law.
10.
 
The Courts of England are to
 
have jurisdiction to settle any disputes which may arise
 
out of
or in
 
connection with this
 
Deed and accordingly
 
any legal action
 
or proceedings arising out
of or
 
in connection
 
with this
 
Deed (
Proceedings
) may
 
be brought
 
in such
 
courts.
 
Each of
the
 
Substitute[, /
 
and][
 
the
 
New
 
Guarantor
 
][and][
 
the
 
Guarantor[s]]
 
irrevocably
 
submits
 
to
the
 
jurisdiction
 
of
 
such
 
courts
 
and
 
waives
 
any
 
objection
 
to
 
Proceedings
 
in
 
such
 
courts
whether on the
 
ground of venue
 
or on the
 
ground that the
 
Proceedings have been
 
brought
in an inconvenient
 
forum.
 
This submission is made
 
for the benefit
 
of each Holder and
 
shall
not
 
limit
 
the
 
right
 
of
 
any
 
of
 
them
 
to
 
take
 
Proceedings
 
in
 
any
 
other
 
court
 
of
 
competent
jurisdiction
 
nor
 
shall
 
the
 
taking
 
of
 
Proceedings
 
in
 
one
 
or
 
more
 
jurisdictions
 
preclude
 
the
taking of Proceedings in any other jurisdiction (whether concurrently
 
or not).
11.
 
No
 
rights
 
are
 
conferred
 
on
 
any
 
person
 
under
 
the
 
Contracts
 
(Rights
 
of
 
Third
 
Parties)
 
Act
1999 to
 
enforce any
 
term of
 
this Deed,
 
but this
 
does not
 
affect any
 
right or
 
remedy of
 
any
person which
 
exists or is available apart from that Act.
12.
 
Each
 
of
 
the
 
Substitute[,
 
/
 
and][
 
the
 
New
 
Guarantor
 
][and][
 
the
 
Guarantor[s]]
 
irrevocably
appoints
 
[
 
]
 
of
 
[
 
]
 
as
 
its
 
agent
 
in
 
England
 
to
 
receive
 
service
 
of
 
process
 
in
respect
 
of
 
any Proceedings
 
in England.
 
If for
 
any reason
 
it does
 
not have
 
such an
 
agent
for
 
service
 
of
 
process,
 
the
 
Substitute[,
 
/
 
or][
 
the
 
New
 
Guarantor
 
][or
 
][the
 
[relevant]
Guarantor], as the case may be,
 
will promptly appoint a substitute process agent
 
and notify
the
 
Noteholders
 
of
 
such
 
appointment
 
in
 
accordance
 
with
 
the
 
Conditions.
 
Nothing
 
herein
shall affect the right to serve process in any other manner permitted by law.
IN WITNESS
whereof this Deed has been
 
executed as a deed poll on
 
the date stated at the
beginning.
EXECUTED
as a
DEED
)
by EQUINOR ASA and signed
 
)
and delivered as a deed on
 
its
 
)
behalf by
 
)
an authorised representative of
 
the company
 
)
0010155-0003327 UKO2:
 
2004375908.9
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EXECUTED
as a
DEED
)
by [
Substitute
] and signed
 
)
and delivered as a deed on
 
its
 
)
behalf by
 
)
an authorised representative of
 
the company
 
)
[
EXECUTED
as a
DEED
)
by EQUINOR ENERGY AS and signed
)
and signed
 
)
and delivered as a deed on
 
its
 
)
behalf by
 
)
an authorised representative of
 
the company
 
)]
0010155-0003327 UKO2:
 
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SCHEDULE 7
FORM OF ISSUER – ICSDs
 
AGREEMENT
Agreement to be sent to
 
both:
Euroclear Bank
 
SA/NV
New Issues Department
1 Boulevard du
 
Roi Albert
II B-1210 Brussels,
Belgium
newissues.issuerageement@euroclear.
com Fax: +32 (0) 2 224 1421
and
 
Clearstream Banking
SA New Issues
Department 42
Avenue J.F. Kennedy
L-1855 Luxembourg
issueragreements@clearstream.co
m Fax: +44 (0)207 862 7005
PROGRAMME FORM
AGREEMENT ENTERED INTO THIS
 
10 MAY,
 
OF 2019, AMONG:
Name of issuer:
 
Equinor ASA
Address of issuer:
 
Forusbeen 50, N-4035 Stavanger, Norway
 
(the
Issuer
); and
Euroclear Bank SA/NV of 1 Boulevard du
 
Roi Albert II, B-1210 Brussels, Belgium and
 
Clearstream
Banking
 
SA
 
of
 
42
 
Avenue
 
J.F.
 
Kennedy,
 
L-1855
 
Luxembourg
 
(each
 
a
Relevant
 
Clearing
System
).
Subject: Acceptance of:
Programme Name:
Equinor ASA €20,000,000,000
 
Euro Medium Term Note Programme
Programme Number: 4138
This agreement
 
sets forth
 
the understanding
 
of the
 
parties with
 
respect to
 
securities to
 
be issued,
as
 
applicable, in
 
(i)
 
bearer
 
New
 
Global
 
Note
 
form
 
(
NGN
 
Securities
)
 
or
 
(ii)
 
registered
 
form
 
under
the
 
New
 
Safekeeping
 
Structure
 
(
NSS
 
Securities
)
 
under
 
the
 
above-captioned
 
programme
 
(the
Securities
)
 
that
 
the
 
Issuer
 
may
 
request
 
be
 
made
 
eligible
 
for
 
settlement
 
with
 
Euroclear
 
Bank
SA/NV and Clearstream Banking
 
SA (the
ICSDs
).
In order to allow the ICSDs to accept the Securities as eligible for settlement with the ICSDs and to
properly service the
 
Securities, the Issuer
 
hereby represents and
 
warrants to
 
the ICSDs that
 
in all
matters relating to
 
the Securities it will, and
 
it will require any agent
 
appointed by it to, comply with
the requirements for the Securities set out herein.
1.
 
The ICSDs hereby agree that:
(a)
 
with respect
 
to the
 
issue outstanding
 
amount (
IOA
) of
 
the Securities,
 
each of
 
them will
 
(in
the
 
case
 
of
 
NGN
 
Securities)
 
maintain
 
their
 
respective
 
portion
 
of
 
the
 
IOA
 
through
 
their
records;
 
will
 
(in
 
the
 
case
 
of
 
NSS
 
Securities)
 
reflect
 
through
 
their
 
records
 
their
 
respective
portion
 
of
 
the
 
IOA
 
as
 
maintained
 
by
 
the
 
NSS
 
securities'
 
register;
 
will
 
undertake
 
daily
reconciliations of
 
such amounts
 
with
 
each other;
 
and
 
will ensure
 
on
 
a
 
daily basis
 
that
 
the
aggregate total of their respective records matches the IOA;
(b)
 
each
 
of
 
them
 
will
 
promptly
 
update
 
their
 
records
 
to
 
reflect
 
the
 
discharge
 
of
 
the
 
Issuer's
obligations with
 
respect to
 
the
 
Securities upon
 
the
 
receipt of
 
(i)
 
a
 
redemption payment
 
as
required pursuant
 
to
 
the terms
 
of the
 
Securities; and
 
(ii) a
 
confirmation from
 
the
 
Issuer or
0010155-0003327 UKO2:
 
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its agent of a mark-up (that is,
0010155-0003327 UKO2:
 
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147
increase) or
 
mark-down (that
 
is,
 
decrease) of
 
the IOA
 
of the
 
Securities; in
 
doing so,
 
each
ICSD will consult with the
 
other to ensure that the aggregate
 
of the amounts so updated by
them is equal to the total mark-up or mark-down notified to them;
(c)
 
each
 
of
 
them
 
will,
 
or
 
will
 
require
 
any
 
agent
 
appointed
 
by
 
it
 
to,
 
provide
 
the
 
necessary
information to
 
the Issuer's
 
agents to
 
enable the
 
Issuer's agents
 
to comply
 
with 2(c)
 
below;
and
(d)
 
each of them
 
confirms that, upon
 
the Issuer’s request, it
 
will produce for
 
the Issuer’s use
 
a
statement
 
showing
 
the
 
sum
 
of
 
the
 
total
 
nominal
 
amount
 
of
 
its
 
customer
 
holdings
 
for
 
the
Securities as of a specified date.
2.
 
The Issuer must procure that, in
 
relation to any Securities:
(a)
 
it
 
or
 
its
 
agents
 
will
 
inform
 
the
 
ICSDs
 
(through
 
the
 
common
 
service
 
provider
 
appointed
 
by
the
 
ICSDs
 
to
 
service the
 
Securities (the
CSP
)) of
 
the
 
initial
 
IOA
 
for
 
such
 
Securities
 
on
 
or
prior to the applicable closing date;
(b)
 
if any event occurs that requires a mark-up or mark-down of the records that an ICSD holds
for its customers to reflect such
 
customers’ interest in such Securities, one of its
 
agents will
promptly
 
provide
 
details
 
of
 
the
 
amount
 
of
 
such
 
mark-up
 
or
 
mark-down,
 
together
 
with
 
a
description of the
 
event that
 
requires it, to
 
the ICSDs
 
(through the CSP)
 
to ensure that
 
the
IOA
 
of
 
such
 
NGN
 
Securities
 
in
 
the
 
records
 
of
 
the
 
ICSDs,
 
or
 
the
 
records
 
of
 
the
 
ICSDs
reflecting the IOA of such NSS Securities, remain(s) at all times accurate;
(c)
 
it or its agents will at least monthly perform a reconciliation process with
 
the ICSDs (through
the
 
CSP)
 
with
 
respect
 
to
 
the
 
IOA
 
for
 
such
 
Securities
 
and
 
will
 
promptly
 
inform
 
the
 
ICSDs
(through the CSP) of any discrepancies;
(d)
 
it
 
or
 
its
 
agents
 
will
 
promptly
 
assist
 
the
 
ICSDs
 
(through
 
the
 
CSP)
 
in
 
resolving
 
any
discrepancy identified in the IOA of such NGN Securities or in the records
 
reflecting the IOA
of such NSS Securities;
(e)
 
it or
 
its agents
 
will promptly
 
provide to
 
the ICSDs
 
(through the
 
CSP) details of
 
all amounts
paid under the
 
Securities (or,
 
where the Securities provide
 
for delivery of assets
 
other than
cash, of the assets so delivered);
(f)
 
it
 
or
 
its
 
agents
 
will
 
promptly
 
provide
 
to
 
the
 
ICSDs
 
(through
 
the
 
CSP)
 
any
 
changes
 
to
 
the
Securities
 
that
 
will
 
affect
 
the
 
amount
 
of,
 
or
 
date
 
for,
 
any
 
payment
 
due
 
under
 
such
Securities;
(g)
 
it
 
or
 
its
 
agents
 
will
 
promptly
 
provide
 
to
 
the
 
ICSDs
 
(through
 
the
 
CSP)
 
copies
 
of
 
all
information that is given to the holders of the Securities;
(h)
 
its
 
agents
 
will
 
promptly
 
pass
 
on
 
to
 
it
 
all
 
communications
 
they
 
receive
 
from
 
the
 
ICSDs
directly or through the CSP relating to the Securities; and
(i)
 
its
 
agents will
 
promptly notify
 
the ICSDs
 
(through the
 
CSP) of
 
any failure
 
by the
 
Issuer to
make any payment or delivery due under the Securities when due.
The
 
Issuer’s
 
obligations
 
under
 
this
 
Agreement
 
will
 
be
 
discharged
 
if
 
it
 
includes
 
provisions
substantially to
 
the effect
 
set out
 
in the
 
paragraph above
 
in any
 
agreement it
 
has with
 
its agents.
The
 
Issuer
 
agrees
 
that
 
the
 
ICSDs
 
may
 
rely
 
on
 
communication
 
from
 
its
 
agents
 
as
 
if
 
such
communication was received directly from the Issuer.
3.
 
This
 
Agreement
 
is
 
not
 
intended to
 
create
 
and
 
does
 
not
 
create
 
any
 
relationship of
 
agency
0010155-0003327 UKO2:
 
2004375908.9
148
between the parties to it.
 
exhibit25p150i0 exhibit25p150i0
0010155-0003327 UKO2:
 
2004375908.9
149
4.
 
This Agreement is governed by
 
the law of the
 
jurisdiction marked on Schedule
 
1.
Signed on behalf of:
Equinor ASA
By:
 
(
Signature of Authorised
 
Officer of Issuer or agent
 
with Authorisation of Issuer
)
Name of Signatory:
On behalf of Euroclear Bank
 
SA/NV
Stéphane
 
Bernard, Managing
 
Director,
 
Head
 
of
Asset
 
Servicing
 
&
 
Transaction
 
Operations
 
&
Client Services
On behalf of Clearstream
 
Banking, société
anonyme
Berthold Kracke
Member of Executive
 
Board
Laurence
 
Van
 
Der
 
Haegen,
 
Head
 
of
Department New Issues
Marc Kieffer, Executive Vice President,
Issuance & Distribution Services
exhibit25p151i0
0010155-0003327 UKO2:
 
2004375908.9
150
Schedule 1
Please tick one jurisdiction
 
only.
Austria
 
Latvia
Belgium
 
Liechtenstein
Canada
 
Lithuania
Cyprus
 
Luxembourg
Czech Republic
 
Malta
Denmark
 
Netherlands
England & Wales
Norway
Estonia
 
Poland
Finland
 
Portugal
France
 
Scotland
Germany
 
Slovakia
Greece
 
Slovenia
Hungary
 
Spain
Iceland
 
Switzerland
Ireland
 
Sweden
Italy
 
U.S.A. - New York
Japan
 
- Other State
(
Name of Other State
)
0010155-0003327 UKO2:
 
2004375908.9
151
SCHEDULE 8
ADDITIONAL DUTIES
 
OF THE AGENT
In relation to each Series
 
of Notes that are NGNs,
 
the Agent will comply
 
with the following provisions:
1.
 
The
 
Agent
 
will
 
inform
 
each
 
of
 
Euroclear
 
and
 
Clearstream,
 
Luxembourg
 
(the
ICSDs
),
through
 
the
 
common
 
service
 
provider
 
appointed
 
by
 
the
 
ICSDs
 
to
 
service
 
the
 
Notes
 
(the
CSP
),
 
of
 
the
 
initial
 
issue
 
outstanding
 
amount
 
(
IOA
)
 
for
 
each
 
Tranche
 
on
 
or
 
prior
 
to
 
the
relevant Issue Date.
2.
 
If
 
any
 
event
 
occurs
 
that
 
requires
 
a
 
mark
 
up
 
or
 
mark
 
down
 
of
 
the
 
records
 
which
 
an
 
ICSD
holds for its customers to reflect such customers' interest in the Notes, the Agent will (to the
extent known
 
to it)
 
promptly provide
 
details of
 
the amount
 
of such
 
mark up
 
or mark
 
down,
together with
 
a description
 
of the
 
event that
 
requires it,
 
to the
 
ICSDs (through
 
the
CSP)
to
ensure that the IOA of the Notes
 
remains at all times accurate.
3.
 
The Agent
 
will at
 
least once
 
every month
 
reconcile its
 
record of
 
the IOA
 
of the
 
Notes with
information received from the
 
ICSDs (through the CSP)
 
with respect to the
 
IOA maintained
by
 
the
 
ICSDs for
 
the
 
Notes and
 
will promptly
 
inform the
 
ICSDs
 
(through the
 
CSP)
 
of
 
any
discrepancies.
4.
 
The
 
Agent will
 
promptly assist
 
the
 
ICSDs (through
 
the
 
CSP) in
 
resolving any
 
discrepancy
identified in the IOA of the Notes.
5.
 
The Agent will promptly provide to
 
the ICSDs (through the CSP) details
 
of all amounts paid
by it under the Notes (or,
 
where the Notes provide for delivery of
 
assets other than cash, of
the assets so delivered).
6.
 
The Agent will
 
(to the
 
extent known to
 
it) promptly provide
 
to the ICSDs
 
(through the CSP)
notice
 
of any changes
 
to the
 
Notes that will
 
affect the
 
amount of, or
 
date for,
 
any payment
due under the Notes.
7.
 
The Agent will
 
(to the
 
extent known to
 
it) promptly provide to
 
the ICSDs (through
 
the CSP)
copies of all information that is given to the holders of the Notes.
8.
 
The
 
Agent
 
will
 
promptly
 
pass
 
on
 
to
 
the
 
Issuer
 
all
 
communications
 
it
 
receives
 
from
 
the
ICSDs
 
directly or through the CSP relating to the Notes.
9.
 
The
 
Agent
 
will (to
 
the
 
extent
 
known to
 
it)
 
promptly notify
 
the
 
ICSDs
 
(through the
 
CSP)
 
of
any failure by the Issuer to make any payment or delivery due under
 
the Notes when due.
[
Signature page to
 
Amended and Restated
 
Agency Agreement
]
SIGNATORIES
The Issuer
EQUINOR ASA
Forusbeen 50
N-4035 Stavanger
Norway
Telefax
 
No:
 
+ 47 51 99 90 17
Attention:
 
Compliance Officer, Group
Finance By:
The Guarantor
EQUINOR ENERGY
 
AS
Forusbeen 50
N-4035 Stavanger
Norway
Telefax
 
No:
 
+ 47 51 99 90 17
Attention:
 
Compliance Officer, Group
Finance By:
 
 
0010155-0003327 UKO2:
 
2004375908.9
123
The Agent
THE BANK OF NEW
 
YORK MELLON, LONDON
 
BRANCH
One Canada
 
Square
London E14 5AL
United Kingdom
Email:
 
corpsov4@bnymellon.co
m Copy to Fax:
 
+44 207 964 2536
Attention:
 
Corporate Trust Administration
 
EQUINOR ASA
By:
The other Paying Agent
THE BANK OF NEW
 
YORK MELLON SA/NV, LUXEMBOURG BRANCH
Vertigo Building
Polaris 2-4 rue
 
Eugene
Ruppert L-2453
Luxembourg
Telephone:
Luc Biever: +352 24 52 5320
Sebastien Loiseau: +352 24 52
 
4436
Rima Hachoud: +352
 
24 52
5673 Email:
LUXMB_SPS@bnymellon.co
m
Fax:
 
+352 24 52 42 04
Attention:
 
Corporate Trust Administration
 
EQUINOR ASA
All communications c/o
 
the Agent
By:
0010155-0003327 UKO2:
 
2004375908.9
124
APPENDIX 1
FORM OF CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT
[
 
]
EQUINOR ASA
as
Issuer
and
[EQUINOR ENERGY
 
AS
as Guarantor]
€20,000,000,000
EURO MEDIUM TERM
 
NOTE PROGRAMME
125
CONTENTS
Clause
 
Page
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
0010155-0003327 UKO2:
 
2004375908.9
126
CALCULATION AGENCY AGREEMENT
in respect of the
EQUINOR ASA
 
€20,000,000,000
EURO MEDIUM TERM
 
NOTE PROGRAMME
THIS AGREEMENT
is made on [
 
]
BETWEEN
:
(1)
EQUINOR ASA
of Forusbeen 50, N-4035 Stavanger, Norway
 
(the
Issuer
);
(2)
 
[
EQUINOR ENERGY AS
of Forusbeen 50, N-4035
 
Stavanger, Norway (the
Guarantor
)]; and
(3)
 
[
 
]
 
of
 
[
 
]
 
(the
Calculation
 
Agent
,
 
which
 
expression
 
shall
 
include
 
its
 
successor
or successors for the time being as calculation agent hereunder).
WHEREAS
:
(A)
 
The
 
Issuer
 
has
 
entered
 
into
 
an
 
amended
 
and
 
restated
 
Programme
 
Agreement
 
with
 
the
Dealers named
 
therein dated
 
9 May
 
2022 under which
 
the Issuer
 
may issue Euro
 
Medium
Term
 
Notes
 
(
Notes
)
 
with
 
an
 
aggregate
 
nominal
 
amount
 
of
 
up
 
to
 
€20,000,000,000
 
(or
 
its
equivalent in other currencies).
(B)
 
The
 
Notes
 
will
 
be
 
issued
 
subject
 
to
 
and
 
with
 
the
 
benefit
 
of
 
an
 
amended
 
and
 
restated
Agency Agreement (the
Agency Agreement
) dated 9 May
 
2022 and entered into
 
between
the
 
Issuer,
 
The
 
Bank
 
of
 
New
 
York
 
Mellon,
 
London
 
Branch
 
as
 
Agent
 
(the
Agent
which
expression
 
shall include
 
its
 
successor or
 
successors for
 
the
 
time
 
being under
 
the
 
Agency
Agreement) and the other parties named therein.
NOW IT IS HEREBY
 
AGREED
that:
1.
 
APPOINTMENT OF
 
THE CALCULATION AGENT
The Issuer hereby appoints [
 
]
 
as
 
Calculation
 
Agent
 
in
 
respect
 
of
 
each
 
Series
 
of
Notes described
 
in the
 
Schedule hereto
 
(the
Relevant
 
Notes
)
 
for the
 
purposes set
 
out
 
in
clause
 
below,
 
all
 
upon
 
the
 
provisions hereinafter
 
set
 
out.
 
The
 
agreement
 
of
 
the
 
parties
hereto that this Agreement
 
is to apply to
 
each Series of Relevant Notes
 
shall be evidenced
by the manuscript annotation and
 
signature in counterpart of the Schedule hereto.
2.
 
DUTIES OF CALCULATION AGENT
The
 
Calculation
 
Agent
 
shall
 
in
 
relation
 
to
 
each
 
Series
 
of
 
Relevant
 
Notes
 
perform
 
all
 
the
functions
 
and duties
 
imposed on
 
the Calculation
 
Agent by
 
the terms
 
and conditions
 
of the
Relevant Notes
 
(the
Conditions
) including
 
endorsing the
 
Schedule hereto
 
appropriately in
relation to
 
each Series
 
of Relevant
 
Notes.
 
In addition,
 
the Calculation
 
Agent agrees
 
that it
will
 
provide
 
a
 
copy
 
of
 
all
 
calculations
 
made
 
by
 
it
 
which
 
affect
 
the
 
nominal
 
amount
outstanding of
 
any Relevant Notes
 
which are
 
identified on the
 
Schedule as being
 
NGNs to
The
 
Bank
 
of
 
New
 
York
 
Mellon,
 
London
 
Branch
 
to
 
the
 
contact
 
details
 
set
 
out
 
on
 
the
signature page hereof.
Notwithstanding any
 
other provision
 
of this
 
Agreement, the
 
Calculation Agent
 
shall not
 
be
obliged
 
to perform
 
any functions
 
and duties
 
imposed on
 
it by
 
the Conditions
 
as a
 
result of
any
 
Benchmark
 
Amendments
 
and/or
 
Benchmark
 
Replacement
 
Conforming
 
Changes
 
(as
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applicable) enacted without
0010155-0003327 UKO2:
 
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the
 
consent
 
of
 
the
 
Calculation
 
Agent
 
if,
 
in
 
the
 
Calculation
 
Agent’s
 
opinion,
 
acting
reasonably
 
and
 
in
 
good
 
faith,
 
such
 
Benchmark
 
Amendments
 
and/or
 
Benchmark
Replacement Conforming
 
Changes (as
 
applicable) impose
 
more onerous
 
obligations upon
it
 
or
 
expose
 
it
 
to
 
additional
 
duties,
 
responsibilities
 
or
 
liability,
 
or
 
reduce
 
or
 
amend
 
the
protective provisions afforded to the Calculation Agent in the Conditions or
 
this Agreement.
3.
 
EXPENSES
[
To
be agreed at the time
 
of appointment
.]
4.
 
INDEMNITY
4.1
 
The Issuer shall indemnify
 
(and failing the Issuer
 
so indemnifying, the Guarantor
 
agrees so
to indemnify) the Calculation Agent against any loss, liability,
 
cost, claim, action, demand or
expense
 
(including,
 
but
 
not
 
limited
 
to,
 
all
 
reasonable
 
costs,
 
legal
 
fees,
 
charges
 
and
expenses paid or incurred in disputing or defending any of the foregoing) which it may incur
or which may be made
 
against the Calculation Agent as
 
a result of or
 
in connection with its
appointment
 
or
 
the
 
exercise
 
of
 
its
 
powers
 
and
 
duties
 
hereunder
 
except
 
such
 
as
 
may
 
(i)
result
 
from
 
its
 
own
 
default,
 
negligence
 
or
 
bad
 
faith
 
or
 
that
 
of
 
its
 
officers,
 
directors
 
or
employees
 
or
 
the
 
breach
 
by
 
it
 
of
 
the
 
terms
 
of
 
this
 
Agreement
 
or
 
(ii)
 
be
 
governed
 
by
 
any
other provision of this Agreement.
4.2
 
The
 
Calculation
 
Agent
 
shall
 
indemnify
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
against
 
any
 
loss,
liability,
 
cost, claim, action, demand or
 
expense (including, but not limited
 
to, all reasonable
costs,
 
legal fees,
 
charges and
 
expenses paid
 
or incurred
 
in
 
disputing or
 
defending any
 
of
the
 
foregoing) which
 
the
 
Issuer may
 
incur or
 
which may
 
be made
 
against the
 
Issuer
 
as a
result of
 
the breach
 
by the
 
Calculation Agent of
 
the terms
 
of this
 
Agreement or its
 
default,
negligence or bad faith or that of its officers, directors or employees.
5.
 
CONDITIONS OF APPOINTMENT
5.1
 
In acting hereunder
 
and in connection
 
with the Relevant
 
Notes, the Calculation
 
Agent shall
act
 
solely
 
as
 
agent
 
of
 
the
 
Issuer
 
[and
 
the
 
Guarantor]
 
and
 
will
 
not
 
thereby
 
assume
 
any
obligations
 
towards
 
or
 
relationship
 
of
 
agency
 
or
 
trust
 
for
 
or
 
with
 
any
 
of
 
the
 
owners
 
or
holders of the Relevant Notes or the coupons (if any) appertaining
 
thereto (the
Coupons
).
5.2
 
In relation to
 
each issue of
 
Relevant Notes the
 
Calculation Agent hereby undertakes
 
to the
Issuer to
 
perform such
 
obligations and
 
duties, and
 
shall be
 
obliged to
 
perform such
 
duties
and
 
only
 
such
 
duties
 
as
 
are
 
herein
 
and
 
in
 
the
 
Conditions
 
specifically
 
set
 
forth
 
and
 
no
implied
 
duties
 
or
 
obligations
 
shall
 
be
 
read
 
into
 
this
 
Agreement
 
or
 
the
 
Relevant
 
Notes
against the
 
Calculation Agent,
 
other than
 
the duty
 
to act
 
honestly and
 
in good
 
faith and
 
to
exercise the diligence of a reasonably prudent agent in comparable
 
circumstances.
5.3
 
The
 
Calculation
 
Agent
 
may
 
consult
 
with
 
legal
 
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
 
hereunder
 
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
 
notice,
 
resolution,
 
direction,
 
consent,
 
certificate,
 
affidavit,
statement,
 
cable,
 
telex
 
or
 
other
 
paper
 
or
 
document
 
which
 
it
 
reasonably
 
believes
 
to
 
be
genuine and
 
to have
 
been delivered,
 
signed or
 
sent by
 
the proper
 
party or
 
parties or
 
upon
written instructions from the Issuer [or the Guarantor].
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5.5
 
The
 
Calculation
 
Agent
 
and
 
any
 
of
 
its
 
officers,
 
directors
 
and
 
employees
 
may
 
become
 
the
owner of, or acquire any interest in, any Notes or Coupons (if any) with the
 
same rights that
it
 
or
 
they
 
would
 
have
 
if
 
the
 
Calculation
 
Agent
 
were
 
not
 
appointed
 
hereunder,
 
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
 
Coupons
 
(if
 
any)
 
or
 
in
 
connection
 
with
 
any
 
other
 
obligations
 
of
 
the
Issuer
 
[or
 
the
 
Guarantor]
 
as
 
freely
 
as
 
if
 
the
 
Calculation
 
Agent
 
were
 
not
 
appointed
hereunder.
6.
 
TERMINATION OF APPOINTMENT
6.1
 
The
 
Issuer
 
[or
 
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)
 
such
 
notice
 
shall
 
not
 
expire
 
less
 
than
 
45
 
days
 
before
 
any
 
date
 
upon
 
which
 
any
payment is
 
due in respect of any Relevant Notes; and
(b)
 
notice
 
shall
 
be
 
given
 
in
 
accordance
 
with
 
the
 
Conditions,
 
to
 
the
 
holders
 
of
 
the
Relevant Notes at least 30 days prior to any removal of
 
the Calculation Agent.
6.2
 
Notwithstanding the provisions
 
of subclause
 
above, if at any
 
time:
(a)
 
the
 
Calculation
 
Agent
 
becomes
 
incapable
 
of
 
acting,
 
or
 
is
 
adjudged
 
bankrupt
 
or
insolvent, or files
 
a voluntary
 
petition in bankruptcy
 
or makes an
 
assignment for the
benefit of its
 
creditors or consents to
 
the appointment of
 
an administrator,
 
liquidator
or
 
administrative
 
or
 
other
 
receiver
 
of
 
all
 
or
 
any
 
substantial
 
part
 
of
 
its
 
property,
 
or
admits
 
in
 
writing
 
its
 
inability
 
to
 
pay
 
or
 
meet
 
its
 
debts
 
as
 
they
 
may
 
mature
 
or
suspends
 
payment
 
thereof,
 
or
 
if
 
any
 
order
 
of
 
any
 
court
 
is
 
entered
 
approving
 
any
petition
 
filed
 
by
 
or
 
against
 
it
 
under
 
the
 
provisions
 
of
 
any
 
applicable
 
bankruptcy
 
or
insolvency
 
law
 
or
 
if
 
a
 
receiver
 
of
 
it
 
or
 
of
 
all
 
or
 
a
 
substantial
 
part
 
of
 
its
 
property
 
is
appointed or
 
if any
 
officer takes
 
charge or
 
control of
 
the Calculation
 
Agent or
 
of its
property or affairs for the purpose of rehabilitation, conservation or liquidation; or
(b)
 
the Calculation
 
Agent fails
 
duly to
 
perform any
 
function or
 
duty imposed
 
upon it
 
by
the Conditions and this Agreement,
the
 
Issuer
 
[and
 
the
 
Guarantor]
 
may
 
forthwith
 
without
 
notice
 
terminate
 
the
 
appointment
 
of
the
 
Calculation
 
Agent,
 
in
 
which
 
event
 
notice
 
thereof
 
shall
 
be
 
given
 
to
 
the
 
holders
 
of
 
the
Relevant Notes, in accordance with the Conditions as soon as practicable
 
thereafter.
6.3
 
The
 
termination
 
of
 
the
 
appointment
 
pursuant
 
to
 
subclause
 
or
 
above
 
of
 
the
Calculation Agent hereunder shall not entitle the Calculation Agent to any
 
amount by way of
compensation but shall be without prejudice to any amount then
 
accrued due.
6.4
 
The
 
Calculation Agent
 
may
 
resign
 
its
 
appointment hereunder
 
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 thereof to the holders
 
of the Relevant Notes, in accordance with the Conditions.
6.5
 
Notwithstanding the provisions of
 
subclauses
 
and
 
above, so long as
 
any of the
Relevant Notes
 
is outstanding, the
 
termination of the
 
appointment of the
 
Calculation Agent
(whether by
 
the Issuer
 
[and 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.
 
The
 
Issuer
 
[and
 
the
 
Guarantor]
 
agrees
 
with
 
the
 
Calculation
Agent
 
that
 
if,
 
by the
 
day falling
 
10
 
days
 
before
 
the
 
expiry
 
of
 
any
 
notice
 
under
 
subclause
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or
 
the
 
Issuer [and
 
the Guarantor]
 
has
 
not
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131
appointed
 
a
 
replacement
 
Calculation
 
Agent,
 
the
 
Calculation
 
Agent
 
shall
 
be
 
entitled,
 
on
behalf
 
of
 
the
 
Issuer
 
to
 
appoint
 
as
 
a
 
successor
 
Calculation
 
Agent
 
in
 
its
 
place
 
a
 
reputable
financial
 
institution
 
of
 
good
 
standing
 
which
 
the
 
Issuer
 
[and
 
the
 
Guarantor]
 
shall
 
approve
(such approval not to be unreasonably withheld or delayed).
6.6
 
Upon
 
its
 
appointment
 
becoming
 
effective,
 
a
 
successor
 
Calculation
 
Agent
 
shall
 
without
further
 
act,
 
deed
 
or
 
conveyance,
 
become
 
vested
 
with
 
all
 
the
 
authority,
 
rights,
 
powers,
trusts, immunities, duties and obligations of
 
such predecessor with like effect
 
as if originally
named as the Calculation Agent hereunder.
6.7
 
If the
 
appointment of the
 
Calculation Agent hereunder
 
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
 
such
 
termination
 
becomes
 
effective,
 
deliver
 
to
 
the
 
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 hereunder.
6.8
 
Any
 
corporation
 
into
 
which
 
the
 
Calculation
 
Agent
 
may
 
be
 
merged
 
or
 
converted,
 
or
 
any
corporation
 
with
 
which
 
the
 
Calculation
 
Agent
 
may
 
be
 
consolidated,
 
or
 
any
 
corporation
resulting from any merger,
 
conversion or consolidation to which
 
the Calculation Agent shall
be a party,
 
or any corporation to which the Calculation Agent shall sell or otherwise transfer
all
 
or
 
substantially all
 
of
 
its
 
assets
 
shall,
 
on
 
the
 
date
 
when
 
such
 
merger,
 
consolidation
 
or
transfer becomes effective
 
and to the
 
extent permitted by
 
any applicable laws,
 
become 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 hereto,
 
unless otherwise required
by
 
the
 
Issuer
 
and
 
after
 
the
 
said
 
effective
 
date
 
all
 
references
 
in
 
this
 
Agreement
 
to
 
the
Calculation Agent
 
shall be
 
deemed to
 
be references
 
to such
 
corporation. Written
 
notice of
any such merger, conversion,
 
consolidation or transfer shall forthwith be given to the Issuer
and the Agent.
6.9
 
Upon giving notice of
 
the intended termination of the
 
appointment of the Calculation Agent,
the
 
Issuer
 
shall
 
use
 
all
 
reasonable
 
endeavours
 
to
 
appoint
 
a
 
further
 
financial
 
institution
 
of
good standing as successor Calculation Agent.
7.
 
NOTICES
Any notice or communication
 
given hereunder shall be
 
sufficiently given or served:
(a)
 
if
 
delivered
 
in
 
person
 
to
 
the
 
relevant
 
address
 
specified
 
on
 
the
 
signature
 
pages
hereof or such other
 
address as may be notified
 
by the recipient in
 
accordance with
this clause
 
and, if
 
so delivered,
 
shall be
 
deemed to
 
have been
 
delivered at
 
time of
receipt; or
(b)
 
if
 
by
 
email,
 
when
 
sent,
 
subject
 
to
 
no
 
delivery
 
failure
 
notification
 
being
 
received
 
by
the
 
sender
 
within
 
24
 
hours
 
of
 
the
 
time
 
of
 
sending,
 
to
 
the
 
relevant
 
email
 
address
specified
 
on
 
the
 
signature
 
pages
 
hereof
 
or
 
such
 
other
 
email
 
address
 
as
 
may
 
be
notified by the recipient in accordance with this clause; or
(c)
 
if sent
 
by facsimile
 
to the
 
relevant number
 
specified on
 
the signature
 
pages hereof
or
 
such
 
other
 
address
 
as
 
may
 
be
 
notified
 
by
 
the
 
recipient
 
in
 
accordance
 
with
 
this
clause
 
and,
 
if
 
so
 
sent,
 
shall
 
be
 
deemed
 
to
 
have
 
been
 
delivered
 
immediately
 
after
transmission provided such transmission is confirmed when an acknowledgement of
receipt is received.
Where a communication is received
 
after business hours it
 
shall be deemed to be
 
received
and become effective on the
 
next business day.
 
Every communication shall be irrevocable
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save in respect of any manifest error therein.
0010155-0003327 UKO2:
 
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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 by
 
any one
 
or more
 
of the
 
parties hereto in
 
any number
of counterparts,
 
each of which
 
shall be
 
deemed to be
 
an original, but
 
all such counterparts
shall together constitute one and the same instrument.
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
[
Consider whether contractual recognition language (pursuant
 
to Article 55 of the EU Bank
Recovery and
 
Resolution Directive) is required to be included.
]
9.
 
CONTRACT (RIGHTS OF
 
THIRD PARTIES) ACT 1999
A person
 
who is
 
not a
 
party to
 
this Agreement
 
has no
 
right under
 
the Contracts
 
(Rights of
Third Parties)
 
Act 1999
 
to enforce
 
any term
 
of this
 
Agreement but
 
this does
 
not affect
 
any
right or remedy of a third party which exists or is available
 
apart from that Act.
10.
 
GOVERNING LAW AND SUBMISSION
 
TO JURISDICTION
10.1
 
This
 
Agreement and
 
any non-contractual
 
obligations arising
 
out of
 
or in
 
connection
 
with it
are governed by, and shall be construed in accordance with, English law.
10.2
 
The courts of
 
England are to have
 
jurisdiction to settle any
 
disputes which may arise
 
out of
or
 
in
 
connection
 
with
 
this
 
Agreement
 
(including
 
a
 
dispute
 
relating
 
to
 
any
 
non-contractual
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
 
Agreement)
 
and
 
accordingly any
 
legal
action
 
or
 
proceedings
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
 
Agreement
 
(
Proceedings
)
(including
 
any
 
Proceedings
 
relating
 
to
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
connection
 
with
 
this
 
Agreement)
 
may
 
be
 
brought
 
in
 
such
 
courts.
 
The
 
Issuer
 
[and
 
the
Guarantor
 
each]
 
irrevocably
 
submits
 
to
 
the
 
jurisdiction
 
of
 
such
 
courts
 
and
 
waives
 
any
objection
 
to
 
Proceedings
 
in
 
any
 
such
 
courts
 
whether
 
on
 
the
 
ground
 
of
 
venue
 
or
 
on
 
the
ground that the Proceedings have
 
been brought in an inconvenient forum.
 
This submission
is
 
made
 
for
 
the
 
benefit
 
of
 
the
 
Calculation
 
Agent
 
and
 
shall
 
not
 
limit
 
its
 
right
 
to
 
take
Proceedings in any other court of competent jurisdiction nor
 
shall the taking of Proceedings
in
 
one
 
or
 
more
 
jurisdictions
 
preclude
 
the
 
taking
 
of
 
Proceedings
 
in
 
any
 
other
 
jurisdiction
(whether concurrently or not).
10.3
 
The
 
Issuer
 
[and
 
the
 
Guarantor
 
each]
 
irrevocably
 
appoints
 
Equinor
 
UK
 
Limited
 
(whose
offices
 
are
 
at
 
the
 
date
 
of
 
this
 
Agreement
 
at
 
One
 
Kingdom
 
Street,
 
Paddington
 
Central,
London
 
W2
 
6BD)
 
as
 
its
 
agent
 
for
 
service
 
of
 
process
 
in
 
respect
 
of
 
any
 
Proceedings
 
in
England.
 
If for
 
any reason such
 
agent shall cease
 
to be
 
such agent for
 
service of
 
process,
the
 
Issuer
 
shall
 
forthwith,
 
on
 
request
 
of
 
the
 
Calculation
 
Agent,
 
appoint
 
a
 
new
 
agent
 
for
service
 
of
 
process
 
in
 
England
 
and
 
deliver
 
to
 
the
 
Calculation
 
Agent
 
a
 
copy
 
of
 
the
 
new
agent's
 
acceptance
 
of
 
that
 
appointment
 
within
 
30
 
days.
 
Nothing
 
in
 
this
 
Agreement
 
shall
affect the right to serve process in any other manner permitted by law.
IN WITNESS
whereof this Agreement has
 
been entered into the day
 
and year first above
 
written.
0010155-0003327 UKO2:
 
2004375908.9
134
SCHEDULE TO THE
 
CALCULATION AGENCY AGREEMENT
Series number
 
Issue Date
 
Maturity
Date
Title
and
Nomina
l
Amount
NGN
[Yes/No
]
Annotation
by
Calculation
Agent/Issuer
0010155-0003327 UKO2:
 
2004375908.9
135
SIGNATORIES
EQUINOR ASA
Forusbeen 50
N-4035 Stavanger
Norway
Telefax
 
No:
 
+ 47 51 99 90 17
Attention:
 
Compliance Officer, Group
Finance By:
[
EQUINOR ENERGY
 
AS
Forusbeen 50
N-4035 Stavanger
Norway
Telefax
 
No:
 
+ 47 51 99 90 17
Attention:
 
Compliance Officer, Group
Finance By:
 
]
[Name of Calculation Agent]
[Address of
 
Calculation
Agent] Telefax
 
No:
 
[
 
]
Attention:
 
[
 
]
By:
 
.............................................................................
Contact Details
THE BANK OF NEW
 
YORK MELLON, LONDON
 
BRANCH
One Canada
 
Square
London E14 5AL
United Kingdom
Email:
 
corpsov4@bnymellon.com
 
Copy to Fax:
 
+44 207 964 2536
Attention:
 
Corporate Trust Administration
 
EQUINOR ASA