AGENCY AGREEMENT by and among MBNA EUROPE FUNDING PLC as Issuer,

EX-4.(XX) 10 dex4xx.htm AGENCY AGREEMENT DATED SEPTEMBER 15, 2004 Agency Agreement dated September 15, 2004

Exhibit 4(xx)

AGENCY AGREEMENT

by and among

MBNA EUROPE FUNDING PLC

as Issuer,

Deutsche Bank Trust Company Americas

as Global Agent,

Deutsche Bank AG London

as London Paying Agent and London Issuing Agent,

Deutsche Bank Trust Company Americas

as NY Paying Agent and Registrar,

-and-

Deutsche Bank Luxembourg S.A.

as Luxembourg Paying Agent, Euro Registrar and Transfer Agent

Dated as of September 15, 2004

Table of Contents


		Page
Section 1.	Definitions and Interpretation.	2

Section 2.	Appointment of the Global Agent, the London Issuing Agent, the Paying Agents, the Registrar, the Euro Registrar and the Transfer Agent	6

Section 3.	Authorized Representatives	7

Section 4.	Issuance Instructions.	7

Section 5.	Issue of Global Notes.	8

Section 6.	Issue of Definitive Notes.	9

Section 7.	Deemed Representations	10

Section 8.	Note Register; Registration, Transfer and Exchange; Persons Deemed Owners.	12

Section 9.	Section 3(c)(7) Procedures.	16

Section 10.	Terms of Issue.	19

Section 11.	Payments.	20

Section 12.	Determinations and Notifications with respect to Notes	21

Section 13.	Notice of any Withholding or Deduction.	22

Section 14.	Redemption of Notes.	23

Section 15.	Repayment of Notes.	24

Section 16.	Notices to Holders.	24

Section 17.	Status of the Notes and Subordination	24

Section 18.	Cancellation of Notes,	26

Section 19.	Issue of Replacement Notes.	27

Section 20.	Copies of This Agreement and Each Pricing Supplement Available for Inspection.	28

Section 21.	Commissions and Expenses.	28

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Section 22.	Indemnity.	28

Section 23.	Repayment by the Global Agent.	29

Section 24.	Conditions of Appointment.	29

Section 25.	Communication Between the Parties.	30

Section 26.	Changes in the Global Agent, the Paying Agents, the Registrar, the London Issuing Agent or the Transfer Agent.	30

Section 27.	Merger and Consolidation.	33

Section 28.	Notifications.	33

Section 29.	Change of Specified Office.	33

Section 30.	Notices.	33

Section 31.	Taxes and Stamp Duties.	34

Section 32.	Currency Indemnity	34

Section 33.	Amendments; Meetings of Holders	34

Section 34.	References to Additional Amounts	36

Section 35.	Descriptive Headings.	36

Section 36.	Governing Law	36

Section 37.	Submission of Jurisdiction.	36

Section 38.	Waiver of Sovereign Immunity.	37

Section 39.	Counterparts.	38

-ii-

Schedules

Schedule 1

Exhibits


Form of Global Note		Exhibit A
Form of Definitive Note		Exhibit B
Form of Reverse of Note		Exhibit C
Form of Certification for interests in the Unrestricted Notes, etc.		Exhibit D-l
Form of Certification for interests in the Restricted Notes, etc.		Exhibit D-2
Important Notice: DTC		Exhibit E-1
Important Notice: Euroclear		Exhibit E-2
Important Notice: Clearstream		Exhibit E-3

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This AGENCY AGREEMENT (“Agreement”) is dated as of September 15, 2004 by and among:

(1)

MBNA EUROPE FUNDING PLC, incorporated as a public limited company with limited liability in England and Wales (the “Issuer”);

(2)

Deutsche Bank Trust Company Americas, a banking corporation organized pursuant to the laws of the State of New York (“Deutsche Bank” or the “Global Agent”);

(3)

Deutsche Bank AG London (“Deutsche Bank AG London”) as paying agent (the “London Paying Agent”) and issuing agent (the “London Issuing Agent”) which expressions shall also include any successors appointed in accordance with Section 29 of this Agreement;

(4)

Deutsche Bank Trust Company Americas acting through its specified office in New York (“Deutsche Bank New York”) as registrar (the “Registrar”) and paying agent (the “NY Paying Agent”) which expressions shall also include any successors appointed in accordance with Section 29 of this Agreement; and

(5)

Deutsche Bank Luxembourg S.A. (“Deutsche Bank Luxembourg”) in its capacity as transfer agent (the ‘Transfer Agent”), Euro registrar (the “Euro Registrar”) and as paying agent (the “Luxembourg Paying Agent”; together with the London Paying Agent and the NY Paying Agent, the “Paying Agents”; individually a “Paying Agent”) which expressions shall include any successors appointed in accordance with Section 29 of this Agreement.

WHEREAS:

(A)

The Issuer has entered into a Dealer Agreement dated as of the date hereof with certain Dealers named therein pursuant to which the Issuer may from time to time issue up to US$3,000,000,000 aggregate principal amount (or the equivalent thereof in other currencies) of its Notes (the “Notes”), or such other maximum aggregate principal amount of the Notes that the Issuer shall determine may be issued or outstanding at any one time pursuant to the Program (as defined herein), provided, that the Issuer shall promptly notify the Agents of any such increase;

(B)

The Notes will be issued subject to, and with the benefit of, this Agreement;

(C)

The payments of all amounts due in respect of the Notes will be irrevocably guaranteed by MBNA America Bank, National Association (the “Guarantor”) pursuant to a guarantee (the “Guarantee”) dated as of the date hereof between the Issuer and the Guarantor; and

(D)

The Issuer has made application to the Luxembourg Stock Exchange (the “Stock Exchange”) with the intention that Notes issued under the Program may be listed on the Stock Exchange, in connection with which application the Issuer has procured the preparation of an offering circular dated as of the date hereof (the “Offering Circular”).

NOW, THEREFORE IT IS HEREBY AGREED as follows:

Section 1. Definitions and Interpretation.

(a) the following terms shall have the following meanings:

“Agents” means the collective reference to the Global Agent, the Paying Agents, the Registrar, the Euro Registrar, the London Issuing Agent and the Transfer Agent;

“Authorized Representative” shall have the meaning ascribed thereto in Section 3(b) of this Agreement;

“Business Day” means, unless otherwise agreed, a day which is both:

(i)

a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in New York and London; and

(ii)

either (A) in relation to Notes denominated in a Specified Currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments in the principal financial center of the country of the relevant Specified Currency (if other than The City of New York or The City of London) or (B) in relation to Notes denominated in Euro, a day (other than a Saturday or a Sunday) on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System or any successor thereto is open;

“Certificate” means a certificate in or substantially in the form set out in Exhibit D-l or D-2 that is issued in respect of (i) any Restricted Global Note or any Unrestricted Global Note or (ii) one or more individual definitive Notes issued in the name of the holder of one or more such Notes (including any Note issued, replaced or exchanged pursuant to Article 15).

“Clearstream” means Clearstream Banking, société anonyme or any successor thereto;

“Dealer” means ABN AMRO Bank Inc., Banc of America Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., HSBC Securities (USA), Inc., Lehman Brothers Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, ABN AMRO Bank N.V., Banc of America Securities Limited, Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston (Europe) Limited, Deutsche Bank AG London, HSBC Bank plc, J.P. Morgan Securities Ltd., Lehman Brothers International (Europe) and Merrill Lynch International and any other entities appointed as dealers from time to time pursuant to the Dealer Agreement and notice of whose appointment is given to the Global Agent;

“Definitive Note” means a definitive registered Note substantially in the form set out in Exhibit B in such other form as may be agreed between the Issuer and the Global Agent;

“Dealer Agreement” means the agreement of even date herewith among the Issuer and the Dealers concerning the sale of Notes to be issued by the Issuer and includes any amendment or supplement thereto;

“Distribution Compliance Period” means the period of 40 days after completion of the distribution of a tranche of Notes (as determined and certified to the Global Agent and the Issuer by each Dealer as to Notes purchased by or through it, in which case the Global Agent or the Issuer shall notify such Dealer when all Dealers have so certified).

“DTC” means The Depository Trust Company in New York, New York and its successors;

“DTC Global Note” means a Global Note deposited with a custodian for, and registered in the name of a nominee of, DTC;

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System or any successor thereto;

“Euroclear/Clearstream Global Note” means a Global Note deposited with a common depositary for, and registered in the name of a nominee of, Euroclear and/or Clearstream;

“Global Note” means one or more Restricted Global Note(s), if any, and one or more Unrestricted Global Note(s), if any, in fully registered form and issued in respect of the Notes substantially in the form set out substantially in the form set out in Exhibit A hereto or in such other form as may be agreed upon between the Issuer and the Global Agent; each Global Note shall either be a DTC Global Note or a Euroclear/Clearstream Global Note.

“GPR” means the Global Programme Reporting System, a secure Internet based reporting/confirmation system offered by Deutsche Bank AG London and Deutsche Bank New York to their note program clients or any successor system offered by Deutsche Bank AG London;

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“ISDA Definitions” means the 2000 ISDA Definitions, as amended and updated from time to time, published by the International Swaps and Derivatives Association, Inc.;

“Non-Permitted Holder” means any U.S. person (as defined in Regulation S of the Securities Act) that is not a QIB/QP and becomes the beneficial owner of any Restricted Note.

“Noteholders” means the several persons who are for the time being holders of outstanding Notes (being the registered owner thereof as reflected in the Note Register);

“Note Register” shall have the meaning ascribed thereto in Section 8(a) of this Agreement;

“Offering Circular” means the Offering Circular relating to the Notes as revised, supplemented, amended or updated, including any Pricing Supplement thereto relating to a particular Tranche of Notes and such documents as are from time to time incorporated therein by reference;

“Original Issue Date” means, with respect to any Note, the original date of issue of such Note, being in the case of any Definitive Note, the date of issue of the Global Note which initially represented such Note;

“Outstanding” means, at any particular time, all Notes theretofore issued other than (a) those which have been redeemed in full in accordance with their terms and with this Agreement, (b) those with respect to which the redemption date in accordance with their terms has occurred and the redemption monies wherefor (including any premium and all interest (if any) accrued thereon to the redemption date and any interest (if any) payable after such date) have been duly paid to or deposited to the account of the Global Agent as provided herein (and, where appropriate, notice has been given to the Noteholders in accordance with the terms thereof and Section 16) and remain available for payment, (c) those which have become void in accordance with their terms, (d) those which have been cancelled, (e) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes in accordance with their terms, (f) (for the purposes only of determining the aggregate principal amount of Notes outstanding and without prejudice to the status of any Note for any other purpose) those Notes alleged to have been lost, stolen or destroyed and with respect to which replacement Notes have been issued in accordance with their terms and (g) Global Notes to the extent that they shall have been duly exchanged for Definitive Notes, in each case pursuant to their respective terms;

“Person” means any individual, company, association, firm, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

“Pricing Supplement” means the pricing supplement prepared by the Issuer in relation to a particular Tranche of Notes (substantially in the form of Annex A to the Offering Circular) as a supplement to the Offering Circular;

“Procedures Memorandum” means the Procedures Memorandum attached as Annex I to the Dealer Agreement;

“Program” means the Global Note Program established by the Dealer Agreement;

“QIB” means any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Notes, is a qualified institutional buyer, as defined in Rule 144A under the Securities Act.

“QIB/QP” means any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Notes, is both a QIB and a QP.

“QP” means any Person that is a qualified purchaser for purposes of Section 3(c)(7) of the Investment Company Act.

“Regulation S” means Regulation S under the Securities Act.

“Restricted Global Note” means one or more Global Note(s) representing Notes sold to QIBs in reliance on Rule 144A under the Securities Act and Section 3(c)(7) under the 1940 Act substantially in the form set out in Exhibit A bearing the Restricted Note Legend.

“Restricted Note” means any Global Note or Definitive Note or interest in a Global Note or Definitive Note that is sold to QIBs in reliance on Rule 144A under the Securities Act and Section 3(c)(7) under the 1940 Act bearing the Restricted Note Legend substantially in the form set out in either Exhibit A or Exhibit B.

“Restricted Notes Legend” means the restrictive legend to be borne by the Certificates issued in respect of the Restricted Global Note, in the form set out in Exhibit A.

“Securities Act” means the United States Securities Act of 1933, as amended from time to time, and any successor statute thereto.

“Senior Note” means any Note issued pursuant to the Program which is identified on its face as a senior note.

“Senior Creditors of the Issuer” means all unsubordinated creditors of the Issuer.

“Series” means all Notes which are denominated in the same currency and which have the same Stated Maturity Date, interest payment basis and interest payment dates (except in some cases, the first interest payment date), if any, (all as indicated in the applicable Pricing Supplement) and the terms of which, except for the Original Issue Date and/or the issue price (each as indicated as aforesaid), are otherwise identical, including whether the Notes are listed;

“Stock Exchange” means the Luxembourg Stock Exchange or any other stock exchange(s) on which any Notes may from time to time be listed and reference in this Agreement to the “relevant Stock Exchange” shall, in relation to any Notes, be reference to the Stock Exchange on which such Notes are from time to time, or will be, listed;

“Subordinated Note” means any Note issued pursuant to the Program which is identified on its face as a subordinated note.

“Tranche” means all Notes of the same Series with the same Original Issue Date and the same issue price;

“Unrestricted Global Note” means one or more Global Note(s) representing Notes sold in reliance on Regulation S, substantially in the form set out in Exhibit A bearing the legends set forth in Exhibit A, but not the Restricted Note Legend.

“Unrestricted Note” means any Global Note or Definitive Note or interest in a Global Note or Definitive Note that is sold in reliance on Regulation S bearing the Unrestricted Note Legend but not the Restricted Note Legend substantially in the form set out in either Exhibit A or Exhibit B.

“US$” and “U.S. Dollars” means the lawful currency for the time being of the United States.

(b) Terms and expressions defined in the Notes and the Offering Circular shall have the same meanings in this Agreement, except where the context requires otherwise.

(d) Schedule 1 is part of this Agreement and shall take effect accordingly.

Section 2. Appointment of the Global Agent, the London Issuing Agent, the Paying Agents, the Registrar, the Euro Registrar and the Transfer Agent.

(a) Deutsche Bank New York is hereby appointed as agent of the Issuer, to act as Global Agent for the purposes specified in this Agreement and all matters incidental thereto, upon the terms and subject to the conditions specified herein.

(b) Deutsche Bank New York is hereby appointed as agent of the Issuer, to act as Registrar and NY Paying Agent for the purposes specified in this Agreement and all matters incidental thereto, including, inter alia, completing, authenticating and issuing Notes, upon the terms and subject to the conditions specified herein and in the Notes.

(c) Deutsche Bank AG London is hereby appointed as the agent of the Issuer to act as London Paying Agent and London Issuing Agent for the purposes specified in this Agreement, including, inter alia, completing, authenticating and issuing Notes, upon the terms and subject to the conditions specified herein and in the Notes.

(d) Deutsche Bank Luxembourg is hereby appointed as agent of the Issuer, to act as Luxembourg Paying Agent, Euro Registrar and Transfer Agent for the purposes specified in this Agreement, upon the terms and subject to the conditions specified herein and in the Notes.

(e) Each of the Global Agent, the Paying Agents, the Registrar, the Euro Registrar, the London Issuing Agent and the Transfer Agent shall have the powers and authority granted to and conferred upon them, specifically, in the Notes and hereunder to act on behalf of the Issuer and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon.

(f) The obligations of the Global Agent, the Paying Agents, the Registrar, the Euro Registrar, the London Issuing Agent and the Transfer Agent shall be several, but not joint.

(g) Deutsche Bank New York is hereby appointed (i) Calculation Agent, for the purpose of calculating any variable interest rates or other bases for determining the payment

of interest, premium or principal with respect to the Notes from time to time pursuant to the Calculation Agent Agreement and (ii) Exchange Rate Agent, for the purpose of determining exchanges of currencies of such payments from time to time; and, in connection with such appointments, the Issuer and Deutsche Bank New York shall endeavor to enter into a Calculation Agent Agreement and an Exchange Agent Agreement after the date hereof, which Calculation Agent Agreement and Exchange Agent Agreement shall be in such form or forms as may be mutually agreed between them. Notwithstanding the foregoing, the Issuer may appoint a different Calculation Agent or Exchange Agent for any Series of Notes (which may be the Issuer or any affiliate thereof or a Dealer purchasing such Notes or an affiliate thereof). The relevant Pricing Supplement will set forth the name of the Calculation Agent or Exchange Agent, if any, for such Series.

Section 3. Authorized Representatives.

From time to time, the Issuer shall provide the Global Agent, the Registrar, the Euro Registrar and the London Issuing Agent with a certificate executed by an officer of the Issuer, as applicable, certifying the incumbency and specimen signatures of those officers of the Issuer authorized to execute Notes on behalf of the Issuer by manual or facsimile signature and to give instructions and notices on behalf of the Issuer hereunder (each an “Authorized Representative” and collectively the “Authorized Representatives”). Until the Global Agent, the Registrar, the Euro Registrar or the London Issuing Agent receives a subsequent certificate, the Global Agent, the Registrar, the Euro Registrar and the London Issuing Agent shall be entitled to conclusively rely on the last such certificate delivered to them for the purposes of determining the identities of Authorized Representatives of the Issuer. Any Note bearing the manual or facsimile signatures of persons who are Authorized Representatives of the Issuer on the date such signatures are affixed shall bind the Issuer after the completion, authentication and delivery thereof by the Registrar, the Euro Registrar or the London Issuing Agent, as the case may be, notwithstanding that such persons shall have ceased to hold office on the date such Note is so completed, authenticated and delivered by the Registrar, the Euro Registrar or the London Issuing Agent, as the case may be.

Section 4. Issuance Instructions.

All instructions regarding the completion, authentication and delivery of Notes shall be given by an Authorized Representative by facsimile transmission or by other acceptable written means by such Authorized Representative no later than 3:00 p.m. New York time three Business Days prior to the proposed issue date. Instructions for the issuance of Notes shall be transmitted to the Registrar or, as the case may be, the London Issuing Agent. In addition, the Dealer who has arranged to purchase or procure the purchase of Notes from the Issuer shall notify the Registrar or, as the case may be, the London Issuing Agent, by facsimile transmission or by other acceptable written means no later than 3:00 p.m. (New York time or London time, respectively), three Business Days prior to the proposed issue date, that payment by the Dealer to the Registrar or, as the case may be, the London Issuing Agent of the purchase price of any Note has been or will be duly made upon delivery and (if applicable) of details of the account to which payment is to be made. The Issuer agrees to deliver issuance instructions to the Registrar or, as the case may be, the London Issuing Agent via facsimile transmission.

Section 5. Issue of Global Notes.

(a) Upon receipt of instructions from an Authorized Representative in accordance with Section 4 hereof and the Procedures Memorandum regarding the completion, authentication and delivery of one or more Global Notes, the Registrar or, as the case may be, the London Issuing Agent shall cause to be withdrawn from safekeeping the necessary and applicable Global Note(s) and, in accordance with such written instructions, shall:

(i)

complete such Global Note(s);

(ii)

attach the relevant Pricing Supplement as supplied by the Issuer;

(iii)

register such Global Note(s) in the name of Cede & Co., or another nominee of DTC, and/or in the name of a nominee of Euroclear and/or Clearstream, as specified in such instructions;

(iv)

authenticate such Global Note(s); and

(v)

(A) deliver such Global Note(s) to a custodian of DTC in accordance with such instructions against receipt from the custodian of confirmation that such custodian is holding the Global Note(s) so delivered in safe custody for the account of DTC and instruct DTC to credit the Notes represented by such Global Note(s), unless otherwise agreed in writing between the Registrar and the Issuer, to the Registrar’s participant account at DTC; and/or

(B) deliver such Global Note(s) to the specified common depositary of Euroclear and Clearstream in accordance with such instructions against receipt from the common depositary of confirmation that such common depositary is holding the Global Note(s) so delivered in safe custody for the account of Euroclear and/or Clearstream and instruct Euroclear or Clearstream or both of them (as the case may be) to credit the Notes represented by such Global Note(s), unless otherwise agreed in writing between the London Issuing Agent and the Issuer, to the London Issuing Agent’s distribution account;

provided, that instructions regarding the completion and authentication of such Note(s) are received by the Registrar or, as the case may be, the London Issuing Agent not less than three Business Days prior to the date of settlement relating to such Note(s).

(b) The Registrar shall provide DTC, and the London Issuing Agent shall provide Euroclear and/or Clearstream with such notifications, instructions or other information to be given by the Registrar or the London Issuing Agent, as the case may be, to DTC, Euroclear and/or Clearstream as may be required.

(c) Notes sold in offshore transactions in reliance on Regulation S shall be represented by Unrestricted Global Notes deposited with a custodian for DTC or a common depositary of Euroclear and/or Clearstream, as the case may be. Notes sold in reliance on Rule 144A under the Securities Act shall be represented by Restricted Global Notes deposited with a custodian for, and registered in the name of a nominee of, DTC.

Section 6. Issue of Definitive Notes.

(a) Definitive Notes shall be issued only if permitted by applicable law and (i) in the case of a DTC Global Note, DTC notifies the Issuer that it is unwilling or unable to continue as depositary for the DTC Global Note or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depositary is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, (ii) in the case of any other Global Note, if the clearing system(s) through which it is cleared and settled is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to cease business permanently or does in fact do so, or (iii) after the occurrence of an Event of Default with respect to any Global Note, the beneficial owners representing a majority in principal amount of such Global Note advise the relevant clearing system through its participants to cease acting as depositary for such Global Note.

(b) Upon the occurrence of any event specified in Section 6(a) which pursuant to the terms of a Global Note requires the issue of Definitive Notes in exchange for the Global Note, the Registrar or, as the case may be, the Euro Registrar shall cause to be withdrawn from safekeeping the necessary and applicable Definitive Note(s) and, in accordance with the terms of the Global Note, shall:

(i)

complete an equal aggregate principal amount of Definitive Note(s) of authorized denominations and of like tenor with identical terms as the Global Note in accordance with the terms of the Global Note;

(ii)

register such Definitive Notes in the name or names of such persons as the relevant clearing system shall instruct the Registrar or, as the case may be, the Euro Registrar in writing;

(iii)

authenticate such Definitive Notes; and

(iv)

deliver such Definitive Notes to the relevant clearing system or pursuant to such clearing system’s written instructions in exchange for such Global Note.

(c) The Issuer shall deliver to the Registrar or, as the case may be, the Euro Registrar, upon the occurrence of any event specified in Section 6(a) which pursuant to the terms of a Global Note requires the issue of Definitive Notes, a sufficient number of Definitive Notes executed by an Authorized Representative to enable the Registrar or, as the case may be, the Euro Registrar to comply with its obligations under this Section 6.

Section 7. Deemed Representations

(a) Each Person who becomes a holder of a beneficial interest in Notes represented by an interest in a Restricted Global Note will be deemed to have represented and agreed as follows (terms used in this clause (a) that are defined in Rule 144A or Regulation S are used herein as defined therein):

(i)

The holder (A) (i) is a QIB who is also a Qualified Purchaser, (ii) is not a broker-dealer that owns and invests on a discretionary basis less than US$25 million in securities of unaffiliated issuers and is not a plan referred to in Paragraph (a)(l)(i)(D) or (a)(l)(i)(E) of Rule 144A or a trust fund referred to in Paragraph (a)(l)(i)(F) of Rule 144A that holds the assets of such a plan, if investment decisions with respect to the plan are made by the beneficiaries of the plan, (iii) is aware that the sale of the Restricted Notes to it is being made in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act, (iv) is aware that the Issuer will not be registered under the Investment Company Act in reliance on the exemption set forth in Section 3(c)(7) thereof, (v) is acquiring such Restricted Notes for its own account or for the account of a QIB who is also a Qualified Purchaser, as the case may be, (vi) was not formed for the purpose of investing in the Issuer or the Guarantor, (vii) will (and each account for which it is purchasing will) hold and transfer such Notes in at least the minimum principal amount of US$100,000, (viii) understands that the Issuer may receive a list of participants holding positions in the Notes from one or more book-entry depositories, and (ix) will provide notice of the transfer restrictions to any subsequent transferees or (B) is not a U.S. Person and is purchasing the Notes in an offshore transaction pursuant to Regulation S. It understands that in the event that at any time the Issuer determines or is notified that such holder is a Non-Permitted Holder, the Issuer, the Guarantor or the Transfer Agent may consider the acquisition of the related Notes or interest in the related Notes void and require that the related Notes or such interest be transferred to a person designated by the Issuer or the Guarantor. If any Non-Permitted Holder shall become the beneficial owner of any Restricted Note, the Issuer shall, promptly after discovery that such person is a Non-Permitted Holder by the Issuer, send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest to a purchaser that is not a Non-Permitted Holder within 30 days of the date of such notice. If such Non-Permitted Holder fails to so transfer its Restricted Notes, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Restricted Notes or interest in Restricted Notes to a purchaser selected by the Issuer that is a not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer, or the Transfer Agent acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Restricted Notes, and selling such Restricted Notes to the highest such bidder.

However, the Issuer or the Transfer Agent may select a purchaser by any other means determined by it in its sole discretion. The holder of each Note, the Non-Permitted Holder and each other purchaser in the chain of title from the holder to the Non Permitted Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Transfer Agent to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale, shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any person having an interest in the Restricted Notes sold as a result of any such sale or the exercise of such discretion.

(ii)

The holder understands that the Restricted Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been and will not be registered under the Securities Act, that the Issuer has not been registered under the Investment Company Act and that the Notes may not be reoffered, resold, pledged or otherwise transferred except (A)(i) to a person who it reasonably believes is a QIB who is also a Qualified Purchaser in accordance with Rule 144A and who (w) is not a broker-dealer that owns and invests on a discretionary basis less than US$25 million in securities of unaffiliated issuers, (x) is not a plan referred to in Paragraph (a)(l)(i)(D) or (a)(l)(i)(E) of Rule 144A or a trust fund referred to in Paragraph (a)(l)(i)(F) of Rule 144A that holds the assets of such a plan, if investment decisions with respect to the plan are made by the beneficiaries of the plan, (y) was not formed for the purpose of investing in the Issuer or the Guarantor, and (z) is acquiring such Restricted Notes for its own account or for the account of a QIB who is also a Qualified Purchaser; or (ii) in an offshore transaction to a non-U.S. person complying with Regulation S; in each of cases (i) and (ii), in accordance with all applicable securities laws of the states of the United States and in a minimum principal amount of US$100,000, and that (B) it will, and each subsequent holder is required to, notify any subsequent purchaser of such Notes from it of the resale restrictions referred herein.

(iii)

The holder acknowledges that the Issuer and the Transfer Agent reserve the right prior to any sale or other transfer pursuant to clause 2(A)(ii) above to require the delivery of such certifications, legal opinions and other information as the Issuer and the Transfer Agent may reasonably require to confirm that the proposed sale or other transfer complies with the foregoing restrictions. It understands that the Restricted Notes will, for so long as the Issuer is relying on Section 3(c)(7) of the Investment Company Act, bear a legend substantially to the effect of the legend as set forth in Exhibit A.

(iv)

The holder will not, at any time, offer to buy or offer to sell the Notes by any directed selling efforts or by any form of general solicitation or

advertising, including, but not limited to, any advertisement, article, notice of other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitation or advertising.

(b) Each purchaser of Notes, by its acceptance thereof, will be deemed to have represented and agreed as follows:

(i)

It is not purchasing any Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Act.

(ii)

It understands that the Issuer may receive a list of participants holding positions in Notes from one or more book-entry depositaries.

(iii)

It is relying on the information contained in the Offering Circular and the applicable Pricing Supplement in making its investment decision with respect to the Notes. It acknowledges that no representation or warranty is made by the Dealers as to the accuracy or completeness of such materials. It further acknowledges that none of the Issuer, the Guarantor or the Dealers or any person representing the Issuer, the Guarantor or the Dealers has made any representation to it with respect the Issuer, the Guarantor or the offering or sale of any Notes other than the information contained in this Offering Circular. It has had access to such financial and other information concerning the Issuer, the Guarantor and the Notes as it has deemed necessary in connection with its decision to purchase any of the Notes, including any opportunity to ask questions of and request information from the Issuer, the Guarantor and the Dealers.

(iv)

either (A) no portion of the assets used to acquire and hold the Notes constitutes assets of any employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plan, account or other arrangement subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or provisions under any federal, state, local, non U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or any entity whose underlying assets are considered to include “plan assets” of any such employee benefit plan, plan, account or arrangement or (B) the purchase and holding of the Notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation under any applicable Similar Law.

Section 8. Note Register; Registration. Transfer and Exchange; Persons Deemed Owners.

(a) The Registrar, as registrar for the Notes, shall maintain at its principal office in New York City, or such other location as may be agreed from time to time, the note

register (the “Note Register”). The term “Note Register” shall mean the definitive register in which shall be recorded the names, addresses and taxpayer identification numbers of the holders of Notes, the serial and CUSIP numbers (or Code/ISIN Numbers, as the case may be) of the Notes, the Original Issue Dates thereof and details with respect to the transfer and exchange of Notes. The Euro Registrar, as registrar for Definitive Notes issued in lieu of interests an a Global Note previously held through Euroclear or Clearstream, shall maintain at its principal office in Luxembourg, or such other location as may be agreed from time to time, a note register for such Definitive Notes (the “Euro Note Register”). The term “Euro Note Register” shall mean the register in which shall be recorded the names, addresses and taxpayer identification numbers of the holders of Definitive Notes issued in lieu of interests an a Global Note previously held through Euroclear or Clearstream, the serial and CUSIP numbers (or Code/ISIN Numbers, as the case may be) of the Notes, the Original Issue Dates thereof and details with respect to the transfer and exchange of Notes.

(b) Subject to the conditions and transfer restrictions provided in the Notes, upon surrender for the purpose of registration of transfer at the offices of the Registrar, or any Transfer Agent of any Note, accompanied by a written instrument of transfer in form satisfactory to the Registrar or such Transfer Agent, executed by the registered holder, in person or by such holder’s attorney thereunto duly authorized in writing, such Note shall be transferred upon the Note Register and the Registrar shall complete, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of authorized denominations of an equal aggregate principal amount and of like tenor with identical terms and provisions; provided, however, that Notes may be delivered for the purpose of registration of transfer by mail at the risk and expense of the transferor. Registrations of transfers and exchanges of Notes shall be subject to such restrictions as shall be set forth herein and in the text of the Notes and such reasonable regulations as may be prescribed by the Issuer. Successive registrations and registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note Register.

(c) Notwithstanding anything to the contrary contained in Section 8(b), but subject to the conditions and transfer restrictions provided in the Notes, if the Notes of any Series are for the time being represented by both a DTC Global Note and a Euroclear/Clearstream Global Note and an authorized representative of DTC presents the DTC Global Note to the Registrar or any Transfer Agent, accompanied by a written instrument of transfer in form satisfactory to the Registrar or such Transfer Agent, executed by DTC or by DTC’s attorney thereunto duly authorized in writing, for the purpose of registration of transfer of all or any portion of such DTC’s interest in such DTC Global Note to Euroclear and/or Clearstream, such DTC Global Note or the relevant interest therein shall be transferred upon the Note Register, and the Registrar shall endorse the DTC Global Note to reflect the reduction of its principal amount by the aggregate principal amount so transferred and the appropriate Euroclear/Clearstream Global Note shall be endorsed by the Registrar to reflect the increase of its principal amount by the aggregate principal amount so transferred. The Registrar is hereby authorized on behalf of the Issuer (i) to endorse or to arrange for the endorsement of the relevant DTC Global Note to reflect the reduction in the principal amount represented thereby by the amount so transferred and to cause the London Issuing Agent to endorse the appropriate Euroclear/Clearstream Global Note to reflect the increase in the principal amount represented thereby by the amount so transferred and, in either case, to sign in the relevant space on the relevant Note recording such reduction or increase and (ii) in the case of a total exchange, to cancel or arrange for the cancellation of the DTC Global Note.

(d) Notwithstanding anything to the contrary contained in Section 8(b), but subject to the conditions and transfer restrictions provided in the Notes, if the Notes of any Series are for the time being represented by both a DTC Global Note and a Euroclear/Clearstream Global Note and an authorized representative of the Euroclear or Clearstream presents the Euroclear/Clearstream Global Note to the Registrar, the London Issuing Agent or any Transfer Agent, accompanied by a written instrument of transfer in form satisfactory to the Registrar, the London Issuing Agent or such Transfer Agent, executed by the Euroclear or Clearstream, as the case may be, or by Euroclear’s or Clearstream’s attorney thereunto duly authorized in writing, for the purpose of registration of transfer of all or any portion of Euroclear’s or Clearstream’s interest in such Euroclear/Clearstream Global Note to DTC, such Euroclear/Clearstream Global Note or the relevant interest therein shall be transferred upon the Note Register, and the Registrar shall cause the London Issuing Agent to endorse the Euroclear/Clearstream Global Note to reflect the reduction of its principal amount by the aggregate principal amount so transferred and the appropriate DTC Global Note shall be endorsed by the Registrar to reflect the increase of its principal amount by the aggregate principal amount so transferred. The Registrar, and as the case may be, the London Issuing Agent, are hereby authorized on behalf of the Issuer (i) to endorse or to arrange for the endorsement of the relevant Euroclear/Clearstream Global Note to reflect the reduction in the principal amount represented thereby by the amount so transferred and to endorse the appropriate DTC Global Note to reflect the increase in the principal amount represented thereby by the amount so transferred and, in either case, to sign in the relevant space on the relevant Note recording such reduction or increase and (ii) in the case of a total exchange, to cancel or arrange for the cancellation of the Euroclear/Clearstream Global Note.

(e) A beneficial interest in a Restricted Note may be exchanged for an interest in an Unrestricted Note whether before or after the expiration of the Distribution Compliance Period, only upon receipt by the Transfer Agent of a written certificate of the beneficial owner in the form set forth in Exhibit D-l.

(f) A Definitive Note bearing the Restricted Note Legend may be transferred to a person who takes delivery in the form of a Definitive Note not bearing the Restricted Note Legend only upon receipt by the Transfer Agent of a written certificate on behalf of the transferor in the form set forth in Exhibit D-l.

(g) A beneficial interest in an Unrestricted Note may be transferred to a person who takes delivery in the form of an interest in an Restricted Note whether before or after the expiration of the Distribution Compliance Period, only upon receipt by the Transfer Agent of a written certificate on behalf of the transferor in the form set forth in Exhibit D-2.

(h) A Definitive Note not bearing the Restricted Note Legend may be transferred to a person who takes delivery in the form of a Definitive Note bearing the Restricted Note Legend only upon receipt by the Transfer Agent of a written certificate on behalf of the transferor in the form set forth in Exhibit D-2.

(i) A Definitive Note bearing the Restricted Note Legend may be transferred to a person who takes delivery in the form of a Definitive Note bearing the Restricted Note Legend only upon receipt by the Transfer Agent of a written certificate on behalf of the transferor in the form set forth in Exhibit D-2.

(j) The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Agency Agreement or under applicable law with respect to any transfer of any interest in any Note (including any beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Agency Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(k) At the option of the holder of a Note, such Note may be exchanged for other Notes of any authorized denominations of an equal aggregate principal amount and of like tenor with identical terms and provisions, upon surrender of the Note to be exchanged at the offices of the Registrar or any Transfer Agent. Whenever any Notes are so surrendered for exchange, the Registrar shall complete, authenticate and deliver the Notes which the holder of the Note making the exchange is entitled to receive. Except as provided in Section 6, owners of beneficial interests in a Global Note shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Definitive Notes and shall not be considered the owners or holders thereof under this Agreement.

(1) Notwithstanding the foregoing, neither the Registrar nor any Transfer Agent shall register the transfer of or exchange (i) any Note that has been called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; provided, however, that at no time, shall the principal amount of any Note being redeemed in part be less than $100,000 after such partial redemption, (ii) any Note during the period beginning at the opening of business 15 days before the mailing of a notice of such redemption and ending at the close of business on the day of such mailing, or (iii) any Global Note if the Registrar or Transfer Agents learn that such proposed registration of transfer or exchange would violate any legend contained on the face of such Note.

(m) Subject to the conditions and transfer restrictions provided in the Notes, all Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer guaranteed by the Guarantor, evidencing the same debt, and entitled to the same benefits as the Notes surrendered upon such registration of transfer or exchange.

(n) No service charge shall be made to a holder of Notes for any transfer or exchange of Notes, but the Transfer Agent will require payment of a sum sufficient to cover any stamp or other tax, duty, assessment or governmental charge that may be imposed in connection therewith.

(o) The Issuer and the Agents and any agent of the Issuer or the Agents, may treat the holder in whose name a Note is registered as the owner of such Note for all purposes, whether or not such Note be overdue, and neither the Issuer the Agents, nor any such agent shall be affected by notice to the contrary except as required by applicable law.

(p) Notwithstanding anything to the contrary elsewhere in this Agreement or a Note, any transfer of a beneficial interest in any Restricted Notes to a Non-Permitted Holder shall be null and void and any such purported transfer of which the Issuer or the Transfer Agent shall have notice may be disregarded by the Issuer and the Transfer Agent for all purposes.

(q) If any Non-Permitted Holder shall become the beneficial owner of any Restricted Note, the Issuer shall, promptly after discovery that such Person is a Non-Permitted Holder by the Issuer or the Transfer Agent (and notice by the Transfer Agent to the Issuer, if the Transfer Agent makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest to a Person that is not a Non-Permitted Holder within 30 days of the date of such notice. If such Non-Permitted Holder fails to so transfer its Restricted Notes, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Restricted Notes or interest in Restricted Notes to a purchaser selected by the Issuer that is a not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer, or the Transfer Agent acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Restricted Notes, and selling such Restricted Notes to the highest such bidder. However, the Issuer or the Transfer Agent may select a purchaser by any other means determined by it in its sole discretion. The holder of each Note, the Non-Permitted Holder and each other Person in the chain of title from the holder to the Non Permitted Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Transfer Agent to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale, shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any Person having an interest in the Restricted Notes sold as a result of any such sale or the exercise of such discretion.

Section 9. Section 3(c)(7) Procedures.

(a) For so long as Restricted Global Notes are outstanding, the Issuer shall cause the Registrar to send, and the Registrar hereby agrees to send on at least an annual basis a notice from the Issuer to DTC in substantially the form of Exhibit E-l (the “Important Section 3(c)(7) Notice”), with a request that DTC forward each such notice to the relevant DTC participants for further delivery to beneficial owners of the Notes. If DTC notifies the Issuer or the Registrar that it will not forward such notices, the Issuer will request DTC to deliver to the Issuer a list of all DTC participants holding an interest in the Notes and the Registrar and Paying Agent will send the Section 3(c)(7) Reminder Notice directly to such participants.

(b) For so long as Restricted Global Notes are outstanding, the Issuer will take or will cause the Registrar and London Paying Agent to take the following steps in connection with the Notes:

(i)

The Issuer will direct DTC to include the “3c7” marker in the DTC 20-character security descriptor and the 48-character additional descriptor for any series of Restricted Global Notes in order to indicate that sales are limited to Qualified Purchasers that are Qualified Institutional Buyers.

(ii)

The Issuer will direct DTC to cause each physical DTC deliver order ticket delivered by DTC to purchasers to contain the DTC 20-character security descriptor; and will direct DTC to cause each DTC deliver order ticket delivered by DTC to purchasers in electronic form to contain the “3c7” indicator and a related user manual for participants, which will contain a description of the relevant restrictions.

(iii)

The Issuer will instruct DTC to send an Important Section 3(c)(7) Notice substantially in the form provided at Exhibit E-l to all DTC participants in connection with the initial offering of any series of Restricted Global Notes.

(iv)

The Issuer will advise DTC that it is a Section 3(c)(7) issuer and will request DTC to include any Restricted Global Notes in DTC’s “Reference Directory” of Section 3(c)(7) offerings and provide such participants with the notification substantially in the form of Exhibit E-l.

(v)

The Issuer will from time to time request DTC to deliver to the Issuer a list of all DTC participants holding an interest in Restricted Notes and provide such participants with notification substantially in the form of Exhibit E-l.

(vi)

The Issuer will direct Euroclear to include the “144A/3(c)(7)” marker in the name for any series of Restricted Global Notes included in the Euroclear securities database in order to indicate that sales are limited to Qualified Purchasers that are Qualified Institutional Buyers.

(vii)

The Issuer will direct Euroclear to cause each daily securities balance report and each daily securities transaction report delivered to Euroclear participants to contain the indicator “144A/3(c)(7)” in the name for any series of Restricted Global Notes.

(viii)

The Issuer will direct Euroclear to include a description of the Section 3(c)(7) restrictions for any series of Restricted Global Notes in its New Issues Acceptance Guide.

(ix)

The Issuer will instruct Euroclear to send an Important Section 3(c)(7) Notice to all Euroclear participants holding positions in any series of Restricted Global Notes at least once every calendar year, substantially in the form provided at Exhibit E-2.

(x)

The Issuer will from time to time request Euroclear to deliver to the Issuer a list of all Euroclear participants holding an interest in any series of Restricted Global Notes and provide such participants with notification substantially in the form of Exhibit E-2.

(xi)

The Issuer will direct Clearstream to include the “144A/3(c)(7)” marker in the name for any series of Restricted Global Notes included in the Clearstream securities database in order to indicate that sales are limited to Qualified Purchasers that are Qualified Institutional Buyers.

(xii)

The Issuer will direct Clearstream to cause each daily portfolio report and each daily settlement report delivered to Clearstream participants to contain the indicator “144A/3(c)(7)” in the name for any series of Restricted Global Notes.

(xiii)

The Issuer will direct Clearstream to include a description of the Section 3(c)(7) restrictions in its Customer Handbook.

(xiv)

The Issuer will instruct Clearstream to send an Important Section 3(c)(7) Notice to all Clearstream participants holding positions in any series of Restricted Global Notes at least once every calendar year, substantially in the form provided at Exhibit E-3.

(xv)

The Issuer will from time to time request Clearstream to deliver to the Issuer a list of all Clearstream participants holding an interest in any series of Restricted Global Notes and provide such participants with notification substantially in the form of Exhibit E-3.

(xvi)

The Issuer will request Clearstream to include a “3(c)(7)” marker in the name for any series of Restricted Global Notes included in the list of securities accepted in the Clearstream securities’ database made available to Clearstream participants.

(c) The Issuer shall request third-party vendors which provide information on the Notes to include on screens maintained by such vendors appropriate legends regarding Rule 144A and Section 3(c)(7) restrictions on any series of Restricted Global Notes. Without limiting the foregoing:

(i)

the Issuer will request Bloomberg, L.P. to include the following on each Bloomberg screen containing information about any series of Restricted Global Notes:

(A) The “Note Box” on the bottom of the “Security Display” page describing any series of Restricted Global Notes should state: “Iss’d Under 144A/3c7.”

(B) The “Security Display” page should have a flashing red indicator stating “See Other Available Information.”

(C) Such indicator should link to an “Additional Security Information” page, which should state that such Restricted Global Notes “are being offered in reliance on the exemption from registration under Rule 144A to Persons that are both (1) qualified institutional buyers (as defined in Rule 144A) and (2) qualified purchasers (as defined under Section 3(c)(7) under the Investment Company Act of 1940).

(ii)

the Issuer will request Reuters Group plc to input the following information in its system with respect to any series of Restricted Global Notes:

(A) The security name field at the top of the Reuters Instrument Code screen should include a “144A-3c7” notation.

(B) A <144A3c7Disclaimr> indicator should appear on the right side of the Reuters Instrument Code screen.

(C) Such indicator should link to a disclaimer screen on which the following language will appear: “These securities may be sold or transferred only to persons who are both (i) qualified institutional buyers (as defined in Rule 144A under the Securities Act), and (ii) qualified purchasers (as defined under Section 3(c)(7) under the U.S. Investment Company Act of 1940).”

(d) The Issuer shall cause the “CUSIP” number obtained for any series of Restricted Global Notes to have an attached “fixed field” that contains “3c7” and “144A” indicators.

Section 10. Terms of Issue.

(a) The Registrar and the London Issuing Agent shall ensure that all Notes delivered to and held by it under this Agreement are issued only in authorized denominations and otherwise in accordance with the instructions received by it.

(b) Subject to the procedures set out in the Procedures Memorandum, the Registrar shall be entitled to treat a facsimile communication and the London Issuing Agent shall be entitled to treat a facsimile communication from a person purporting to be an Authorized Representative as sufficient instructions and authority of the Issuer for the Registrar and the London Issuing Agent to act in accordance with instructions received by it pursuant to Section 10(a).

(c) Unless otherwise agreed in writing between the Issuer and the Global Agent, each Note credited to the Global Agent’s account with DTC, or the London Issuing Agent’s accounts with Euroclear or Clearstream following the delivery of a Global Note to a custodian of DTC or a common depositary of Euroclear and Clearstream in accordance with clause (v) of Section 5(a) shall be held to the order of the Issuer. The Registrar or the London Issuing Agent, as the case may be, shall ensure that the principal amount of Notes which the relevant purchaser has agreed to purchase is:

(i)

debited from the account of the Registrar or the London Issuing Agent, as the case may be; and

(ii)

credited to the account of such purchaser with DTC or Euroclear or Clearstream, as the case may be;

in each case only upon receipt by the Registrar or the London Issuing Agent, as the case may be, on behalf of the Issuer of the purchase price due from the relevant purchaser with respect to such Notes.

(d) If on the relevant settlement date the purchaser does not pay the full purchase price due from it with respect to any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the account of the Registrar or the London Issuing Agent, as the case may be, with DTC or Euroclear and/or Clearstream after such settlement date, the Registrar or the London Issuing Agent, as the case may be, shall continue to hold the Defaulted Note to the order of the Issuer. The Registrar or the London Issuing Agent, as the case may be, shall notify the Issuer forthwith of the failure of the purchaser to pay the full purchase price due from it with respect to any Defaulted Note and shall subsequently, unless otherwise instructed by the Issuer, notify the Issuer forthwith upon receipt from the purchaser of the full purchase price with respect to such Defaulted Note.

(e) In the event of an issue of Notes which is to be listed on a Stock Exchange, subject to timely receipt of issuance instructions from the Issuer in accordance with the terms of the Procedures Memorandum, the London Paying Agent shall promptly, and in any event prior to the settlement date with respect to such issue, send the Pricing Supplement with respect to such Notes to the relevant Listing Agent (as defined in Offering Circular). The London Paying Agent or the Luxembourg Paying Agent as the case may be, shall take such actions as may be requested from time to time in writing by the Issuer or the Listing Agent (as defined in the Offering Circular) to permit the Notes, if applicable, to be listed on the Stock Exchange.

(f) The Procedures Memorandum shall not be amended by the Issuer without the prior written approval of the NY Paying Agent or the London Paying Agent.

Section 11. Payments.

(a) The NY Paying Agent and London Paying Agent shall provide the Issuer with access to GPR so that the Issuer can determine the total amount of any principal of, premium, if any, and interest due on Notes on any Interest Payment Date or any maturity date or date of redemption or repayment. The Issuer shall (i) before 10:00 a.m. New York City time (or London time if to the London Paying Agent) on the second Business Day prior to the date on which any payment with respect to any Notes become due, confirm to the NY Paying Agent or the London Paying Agent, as the case may be, by facsimile or by other means acceptable to the Issuer and the NY Paying Agent or the London Paying Agent, as the case may be, that it has been given instructions for the transfer of the relevant funds to the NY Paying Agent or the London Paying Agent, as the case may be, and the name and the account of the bank through which such payment is being made and provide details of the person or department in such bank to which communications to such bank should be addressed and (ii) not later than the Payment Time (as defined below) on the Business Day on which any payment with respect to any Notes becomes due (or with respect to any payment in a foreign currency that will be converted for payment into U.S. dollars, on the Business Day prior to which such payment becomes due), transfer to an account specified by the NY Paying Agent or the London Paying Agent, as the case may be, such amount in cleared funds in the relevant currency as shall be sufficient for the

purposes of such payment in funds settled through such payment system as the NY Paying Agent or the London Paying Agent, as the case may be, and the Issuer may agree. As used in this subsection (a), the term “Payment Time” means (i) 10:00 a.m. local time in the principal financial center of the country of the currency in which the payment is required to be made or, in the case of a payment in Euro, Frankfurt. For the purpose of this Section 11, “Business Day” means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in The City of New York and London. For the purposes of this Section 11, all payments made to the NY Paying Agent and the London Paying Agent shall be transmitted by the Issuer. The Issuer and the Guarantor agree that all payments to be paid in respect of the Notes shall be made only to the London Paying Agent or the NY Paying Agent, as the case may be.

(b) Subject to the NY Paying Agent or the London Paying Agent, as the case may be, being satisfied in its sole discretion that payment will be duly made as provided in Section 11(a), the Global Agent or the relevant Paying Agent shall pay or cause to be paid all amounts due with respect to the Notes on behalf of the Issuer in the manner provided in the Notes. If any payment provided for in Section 11(a) is made late but otherwise in accordance with the provisions of this Agreement, the Global Agent and each Paying Agent shall nevertheless make payments with respect to the Notes as aforesaid following receipt by it of such payment. The Issuer will reimburse the NY Paying Agent or the London Paying Agent for the cost of funding for any amount paid out by such paying agent which is reimbursed on a later date by the Issuer.

(c) If for any reason the NY Paying Agent or the London Paying Agent, as the case may be, considers in its sole discretion that the amounts to be received by the NY Paying Agent or the London Paying Agent, as the case may be, pursuant to Section 11(a) will be, or the amounts actually received by it pursuant thereto are, insufficient to satisfy all claims with respect to all payments then falling due with respect to the Notes, the NY Paying Agent or the London Paying Agent, as the case may be, shall then forthwith notify each of the Issuer and the Guarantor of such insufficiency and, until such time as the NY Paying Agent or the London Paying Agent, as the case may be, has received the full amount of all such payments, neither the Global Agent nor any Paying Agent shall be obliged to pay any such claims.

(d) The NY Paying Agent or the London Paying Agent, as the case may be, shall on demand promptly reimburse, from funds received from the Issuer, each Paying Agent for payments with respect to Notes properly made by such Paying Agent in accordance with the terms thereof and with this Agreement unless the NY Paying Agent or the London Paying Agent, as the case may be, has notified the Paying Agent, prior to the opening of business in the location of the office of the Paying Agent through which payment with respect to the Notes can be made on the due date of a payment with respect to the Notes, that the NY Paying Agent or the London Paying Agent, as the case may be, does not expect to receive sufficient funds to make payment of all amounts falling due with respect to such Notes.

Section 12. Determinations and Notifications with respect to Notes.

(a) For Notes registered in the name of a nominee of Euroclear and/or Clearstream, the London Paying Agent shall prepare and deliver monthly reports to the Bank of

England and the Ministry of Finance of Japan and, if agreed in writing between the Issuer and the London Paying Agent, shall take all necessary action to comply with such other reporting requirements of any competent authority in respect of any relevant currency from time to time with respect to the Notes to be issued hereunder.

(b) For purposes of monitoring the aggregate principal amount of Notes outstanding at any time under the Program, the Exchange Rate Agent shall determine the U.S. Dollar equivalent of the principal amount of each Series of Notes denominated in another currency, each Series of Dual Currency Notes, each Series of Indexed Notes, each Series of Zero Coupon Notes and each Series of Partly Paid Notes as follows:

(i)

the U.S. Dollar equivalent of Notes denominated in a currency other than U.S. Dollars shall be determined by the Exchange Rate Agent as of 2:30 p.m., London time, on the Original Issue Date for such Notes by reference to the spot rate for U.S. Dollars against the Specified Currency provided to the Exchange Rate Agent by the Issuer or, if such spot rate is not so provided on a timely basis, by reference to the Exchange Rate Agent’s middle market spot rate for U.S. Dollars against the Specified Currency on the London Business Day immediately preceding the date on which the Exchange Rate Agent receives the Issuer instruction to issue the Notes;

(ii)

the U.S. Dollar equivalent of Dual Currency Notes and Indexed Notes shall be determined by the Exchange Rate Agent in the manner specified in clause (i) above by reference to the original principal amount of such Notes;

(iii)

the principal amount of Zero Coupon Notes and any other Notes issued at a discount shall be deemed to be the U.S. Dollar equivalent, determined in the manner specified in clause (i) above, of the face value of the Note for the relevant issue; and

(iv)

the U.S. Dollar equivalent of Partly Paid Notes shall be determined by the Exchange Rate Agent in the manner specified in clause (i) above by reference to the principal amount thereof regardless of the amount of money paid up on such Notes.

The Exchange Rate Agent shall promptly notify the Issuer of each determination made as aforesaid. As used in this Section 12(b), “London Business Day” means any day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in London.

Section 13. Notice of any Withholding or Deduction.

If the Issuer is, with respect to any payments, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the terms of the Notes, the Issuer shall give notice thereof to the Global Agent, each other Paying Agent and the Registrar, if applicable, as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Global Agent, each other Paying Agent and the Registrar, if applicable, such information as it shall require to enable them to comply with such requirement.

Section 14. Redemption of Notes.

(a) If any Notes are to be redeemed prior to their Stated Maturity Date in accordance with their terms, the Issuer shall notify the Registrar or the London Agent not more than 75 nor less than 45 days prior to the relevant redemption date of the Issuer election to redeem such Notes in whole or in part in increments of US$1,000 or the equivalent thereof in other currencies, or as otherwise provided in the applicable Note or required by applicable laws and regulations provided, however, that at no time, shall the principal amount of any Note being redeemed in part be less than $100,000 after such partial redemption.

(b) Whenever less than all the Notes at any time outstanding are to be redeemed, the terms of the Notes to be so redeemed shall be selected by the Issuer. If less than all the Notes with identical terms at any time outstanding are to be redeemed, the Notes to be so redeemed shall be selected by the Global Agent or any Paying Agent on its behalf by lot or in any usual manner approved by it. The Global Agent or one of the Paying Agents shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of Notes selected for partial redemption, the principal amount thereof to be redeemed.

(c) Unless otherwise specified in the applicable Note, notice of redemption shall be given by the NY Paying Agent or the London Issuing Agent, at the Issuer’s expense and in the form provided by the Issuer, not more than 60 nor less than 30 calendar days prior to the redemption date to each holder of a Note to be redeemed.

(d) Notices in respect of Notes to be redeemed shall be given by (i) electronic notice sent through DTC, Clearstream or Euroclear, as applicable or (ii) first-class mail, postage prepaid, to each holder’s address appearing in the Note Register. All notices of redemption shall identify the Notes to be redeemed (including CUSIP, Common Code and ISIN numbers), the date fixed for redemption, the redemption price, the manner in which redemption will be effected and, in the case of a partial redemption, the serial numbers (and principal amounts) of the Notes to be redeemed.

(e) Notice of redemption having been given as described above, the Notes so to be redeemed shall, on the redemption date, become due and payable at the redemption price specified in such Notes, and from and after such date such Notes shall cease to bear interest. Upon surrender of any such Notes for redemption in accordance with such notice, the Global Agent or the relevant Paying Agent shall pay or cause to be paid such Notes at the redemption price specified in such Notes, together with unpaid interest accrued on such Notes at the applicable rate borne by such Notes to the redemption date.

(f) Any Note which is to be redeemed only in part shall be surrendered to the London Issuing Agent or the Registrar, as the case may be, and the London Issuing Agent or the Registrar, as the case may be, shall either (i) complete, authenticate and deliver to a holder of such Note, without service charge, a new Note of any authorized denomination as requested by such holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered or (ii) procure that a statement indicating the amount and date of such redemption is endorsed on the relevant Note.

Section 15. Repayment of Notes.

(a) In order for any Note, in accordance with its terms, to be repaid in whole or in part at the option of the holder thereof prior to its stated maturity, such Note must be delivered by the holder thereof, with the form entitled “Option to Elect Repayment” (set forth in such Note) duly completed, to the Global Agent or such other Paying Agent, at the address set forth in such form or at such place or places of which the Issuer shall from time to time notify the holders of the Notes, not more than 60 nor less than 30 days prior to any date fixed for such repayment of such Notes (the “Optional Repayment Date”).

(b) Upon surrender of any Note for repayment in accordance with the provisions set forth above, the Note to be repaid shall, on the Optional Repayment Date, become due and payable, and the Global Agent or the relevant Paying Agent shall pay or cause to be paid such Note on the Optional Repayment Date at a price, unless otherwise specified in such Note, equal to 100% of the principal amount thereof, together with accrued interest to the Optional Repayment Date.

(c) If less than the entire principal amount of any Note is to be repaid, the holder thereof shall specify the portion thereof (which shall be in increments of US$1,000 or the equivalent thereof in other currencies, or as otherwise provided in the applicable Note or required by the applicable laws and regulations for currencies other than the U.S. Dollar) which such holder elects to have repaid and shall surrender such Note to the Global Agent, and the London Issuing Agent or the Registrar, as the case may be, shall complete, authenticate and deliver to the holder of such Note, without service charge, a new Note or Notes in an aggregate principal amount equal to and in exchange for the unrepaid portion of the principal of the Note so surrendered and in such denominations as shall be specified by such holder, or as otherwise provided in the applicable Note or required by applicable laws and regulations.

Section 16. Notices to Holders.

(a) On behalf of and at the request and expense of the Issuer and except as provided by subparagraph (c), the Registrar or the London Paying Agent, as the case may be, shall give all notices required to be given by the Issuer in accordance with the Notes.

(b) All notices with respect to Notes shall be sent by the Registrar or the London Paying Agent, as the case may be, by (i) electronic notice sent through DTC, Clearstream or Euroclear, as applicable or (ii) first-class mail, postage prepaid, to the holders thereof at their addresses appearing in the Note Register and (iii) publication in a daily newspaper in Luxembourg, so long as the rules of the Luxembourg Stock Exchange so require.

Section 17. Status of the Notes and Subordination

For purposes of this Section 17 only, any reference to the term “Notes” shall mean all Notes issued in a single Series.

(a) Status of the Senior Notes

If the Notes are specified as Senior Notes, such Notes are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

(b) Status and Subordination of the Subordinated Notes.

If the Notes are specified as Subordinated Notes, such Notes constitute unsecured obligations of the Issuer and rank pari passu without any preference among themselves and other Subordinated Notes and the claims of the holders of the Notes will, in the event of the winding up of the Issuer, be subordinated in right of payment in the manner provided in the Notes to claims of all Senior Creditors of the Issuer.

(i)

In the event of the winding up of the Issuer, all amounts in respect of the Notes paid to either the London Paying Agent, or, as the case may be, the NY Paying Agent by the liquidator of the Issuer in the winding up of the Issuer shall be held by the London Paying Agent, or, as the case may be, the NY Paying Agent upon trust;

(A) first for payment or satisfaction of all amounts then due and owing to the Agents under Sections 21 and 22;

(B) secondly for payment of claims of all Senior Creditors of the Issuer in the winding up of the Issuer to the extent that such claims are admitted to proof in the winding up (not having been satisfied out of the other resources of the Issuer) excluding interest accruing after commencement of the winding up; and

(C) thirdly as to the balance (if any) for payment pari passu and rateably of the amounts owing on or in respect of the Notes.

(ii)

The trust secondly mentioned in paragraph (i) of this section may be performed by the London Paying Agent, or, as the case may be, the NY Paying Agent paying over to the liquidator for the time being in the winding up of the Issuer the amounts received by such the London Paying Agent, or, as the case may be, the NY Paying Agent as aforesaid (less any amounts thereof applied in the implementation of the trust first mentioned in paragraph (i) of this section) on terms that such liquidator shall distribute the same accordingly and the receipt of such liquidator for the same shall be a good discharge to the London Paying Agent, or, as the case may be, the NY Paying Agent for the performance by it of the trust secondly mentioned in paragraph (i) of this section.

(iii)

The London Paying Agent, or, as the case may be, the NY Paying Agent shall be entitled and it is hereby authorized to call for and to accept as conclusive evidence thereof a certificate from the liquidator for the time being of the Issuer as to:

(A) the amount of the claims of the Senior Creditors of the Issuer referred to in paragraph (i) of this section;

(B) the persons entitled thereto and their respective entitlements; and

(iv)

The perpetuity period for the purposes of the trusts mentioned in this Section 17(b) shall be 80 years from the date of a Note.

(v)

The trust hereby established shall be governed in accordance with the provisions of Schedule 1 hereto.

Section 18. Cancellation of Notes.

(a) All Notes which are purchased by or on behalf of Issuer may, at the election of the Issuer, be cancelled by the Issuer. Where any Notes are purchased and cancelled as aforesaid, the Issuer shall procure that all relevant details are promptly given to the Global Agent and that all Notes so cancelled are delivered to the Global Agent. All Notes which are redeemed shall be cancelled by the Global Agent or any other Paying Agent by which they are redeemed, paid or exchanged. Each of the Paying Agents shall give to the Global Agent details of all payments made by it and shall deliver a certificate of destruction for all cancelled Notes to the Global Agent or to any Paying Agent authorized from time to time in writing by the Global Agent to accept delivery of cancelled Notes.

(b) A certificate stating:

(i)

the aggregate principal amount of Notes which have been redeemed and the aggregate amount paid in respect thereof;

(ii)

the number of Notes cancelled together;

(iii)

the aggregate amount paid with respect to interest on the Notes; and

(iv)

the serial numbers of such Notes,

shall be given to the Issuer by the Global Agent as soon as reasonably practicable upon request.

(c) Subject to being duly notified in due time and if so requested, the Global Agent shall give a certificate to the Issuer, within three months of the date of purchase and cancellation of Notes as aforesaid, stating:

(i)

the principal amount of Notes so purchased and cancelled; and

(ii)

the serial numbers of such Notes.

(d) The Global Agent, or the applicable Paying Agent, shall destroy (in accordance with its customary procedures) all cancelled Notes (unless otherwise previously instructed by the Issuer) and, if requested in writing, forthwith upon destruction, furnish the Issuer with a certificate of the serial numbers of the Notes.

(e) Without prejudice to the obligations of the Global Agent pursuant to Section 18(b), the Global Agent shall keep a full and complete record of all Notes and of all replacement Notes issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Global Agent shall at all reasonable times make such record available to the Issuer and any person authorized by any of them for inspection and for the taking of copies thereof or extracts therefrom.

(f) All records and certificates made or given pursuant to this Section 18 and Section 19 shall make a distinction between Notes of each Series and Tranche, as appropriate.

Section 19. Issue of Replacement Notes.

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

(b) The Registrar or, as the case may be, the London Issuing Agent will, subject to and in accordance with the terms of the Notes and the following provisions of this Section 19, cause to be delivered any replacement Notes which the Issuer may determine to issue in place of Notes which have been lost, stolen, mutilated, defaced or destroyed.

(c) The Registrar or, as the case may be, the London Issuing Agent shall not issue any replacement Note unless and until the applicant therefor shall have:

(i)

paid such costs as may be incurred in connection therewith;

(ii)

furnished it with such evidence (including evidence as to the serial number of such Note) and indemnity (which may include a bank guarantee) as the Issuer and the Registrar or, as the case may be, the London Issuing Agent may require; and

(iii)

in the case of any mutilated or defaced Note surrendered the same to the Registrar or, as the case may be, the London Issuing Agent.

(d) The Registrar or, as the case may be, the London Issuing Agent shall cancel any mutilated or defaced Notes with respect to which replacement Notes have been issued pursuant to this Section 19 and shall, if requested, furnish the Issuer with a certificate stating the serial numbers of the Notes, so cancelled and, unless otherwise instructed by the Issuer in writing, shall destroy (in accordance with its customary procedures) such cancelled Notes, and, if requested, furnish the Issuer with a destruction certificate containing the information specified in Section 18(c).

(e) The Registrar or, as the case may be, the London Issuing Agent shall, on issuing any replacement Note within three Business Days inform the Issuer, the Global Agent and the Paying Agents of the serial number of such replacement Note issued and (if known) of the serial number of the Note in place of which such replacement Note has been issued.

(f) The Global Agent shall keep a full and complete record of all replacement Notes issued and shall make such record available at all reasonable times to the Issuer and any persons authorized by the Issuer for inspection and for the taking of copies thereof or extracts therefrom.

Section 20. Copies of This Agreement and Each Pricing Supplement Available for Inspection.

The Global Agent and the Paying Agents shall, for as long as any Note remains outstanding, hold copies of this Agreement, the Offering Circular (as amended or supplemented from time to time), each Pricing Supplement (except that a Pricing Supplement relating to unlisted Notes will only be available for inspection by a holder of such a Note upon production of evidence satisfactory to the relevant Paying Agent as to the identity of such holder), the Issuer’s Memorandum and Articles of Association, as amended or restated, the most recently published audited annual financial statements of the Issuer and any documents incorporated by reference into the Offering Circular available for inspection. For this purpose, the Issuer shall furnish the Global Agent and the Paying Agents with sufficient copies of each of such documents.

Section 21. Commissions and Expenses.

(a) The Issuer shall pay to the Global Agent such fees and commissions as the Issuer and the Global Agent may separately agree from time to time with respect to the services of the Agents, hereunder together with any reasonable and properly documented expenses (including legal, printing, postage, tax, cable and advertising expenses) incurred by the Agents in connection with their said services. Nothing in this Agreement shall obligate the Agents to take any action which would involve any such expenses, unless and until the Global Agent shall have received payment in respect thereof.

(b) The Global Agent shall make payment of the fees and commissions due hereunder to the Agents, and shall reimburse their expenses promptly after the receipt of the relevant monies from the Issuer. The Issuer shall not be responsible for any such payment or reimbursement by the Global Agent to the Agents.

Section 22. Indemnity.

(a) The Issuer shall protect, indemnify and hold harmless the Global Agent and each of the other Agents against any losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which the Agents may incur or which may be made against the Agents as a result of or in connection with their appointment by the Issuer or the exercise of the Agents’ powers and duties hereunder except any losses, liabilities, costs, claims, actions, demands or expenses as may relate to, result from or arise from the Agents’ or any Agent’s gross negligence, willful misconduct or bad faith.

(b) The obligations of the Issuer under this section shall survive the payment of the Notes, the resignation or removal of any Agent and the termination of this Agreement.

(c) The Issuer will on demand indemnify and keep indemnified each Agent against any losses, liabilities, costs, expenses, claims, actions or demands (including, without limitation, all legal fees and expenses and any Value Added Tax payable on such sums) which such Agent may incur or which may be made against such Agent as a result of such Agent acting on such communications or instructions which such Agent believes in good faith to have been given by the Issuer.

Section 23. Repayment bv the Global Agent.

(a) Any Paying Agent shall, forthwith on written demand, repay to the Issuer sums equivalent to any amounts paid by the Issuer to such Paying Agent for the payment of principal (and premium, if any) or interest with respect to any Notes and remaining unclaimed at the end of two years after the principal of such Notes shall have become due and payable (whether at the Stated Maturity Date or otherwise) and monies sufficient therefor shall have been duly made available for payment, provided that there is not any outstanding, bona fide and proper claim with respect to such amounts. Upon such repayment all liability of such Paying Agent and the Global Agent with respect to such funds shall thereupon cease.

Section 24. Conditions of Appointment.

(a) The Global Agent and the NY Paying 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:

(i)

that it shall not exercise any right of set-off, lien or similar claim in respect thereof;

(ii)

as provided in Section 24(b) below; and

(iii)

that it shall not be liable to account to the Issuer for any interest thereon except as otherwise agreed in writing between the Issuer and the Global Agent.

(b) Subject to Section 17 hereof and Section 5 of the Guarantee, in acting hereunder and in connection with the Notes, the Agents shall act solely as agents of the Issuer and will not thereby assume any obligations, including fiduciary obligations, towards or relationship of agency or trust for or with any of the owners or holders of the Notes except that all funds held by the Global Agent for payment to the Noteholders and deposited by the Issuer for payment of specific Notes shall be held for the benefit of such holders or owners and applied as set forth herein, but need not be segregated from other funds except as required by law.

(c) The Agents hereby undertake to the Issuer to perform such obligations and duties, and shall be obligated to perform such duties and only such duties, as are herein, in the Notes and in the Procedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes or the Procedures Memorandum against any of the Agents.

(d) The Global Agent and each of the Paying Agents may consult with reputable legal and other professional advisers of its selection and the written opinion of such advisers, rendered in good faith, shall be full and complete protection with respect to any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers.

(e) Each of the Agents shall be protected and shall incur no liability for or with respect to any action taken, omitted or suffered in good faith reliance upon any instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, facsimile or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by an Authorized Representative.

(f) Any of the Agents and any of their officers, directors and employees may become the owner of, or acquire any interest in, any Notes with the same rights that it or he would have if such Agent(s) concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or in connection with any other obligations of the Issuer as freely as if such Agent(s) were not appointed hereunder.

(g) No Agent shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Any Agent may execute any of the duties or powers hereunder or perform any duties hereunder either directly or by or through its agents, attorneys or custodian.

(i) In no event shall the Issuer or the Agents be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Agents or the Issuer, as the case may be, have been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 25. Communication Between the Parties.

A copy of all communications relating to the subject matter of this Agreement between the Issuer or any Noteholders and any of the Paying Agents, the Registrar, the London Issuing Agent or the Transfer Agent shall be sent to the Global Agent by the relevant Paying Agent or the Registrar, the London Issuing Agent or the Transfer Agent, as the case may be.

Section 26. Changes in the Global Agent, the Paying Agents, the Registrar, the London Issuing Agent or the Transfer Agent.

(a) The Issuer agrees that, until no Note is outstanding or until monies for the payment of all amounts with respect to all outstanding Notes have been made available to the Global Agent (whichever is the later):

(i)

so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, a Registrar, a London Issuing Agent and a Transfer Agent having a specified office in each location required by the rules and regulations of the relevant Stock Exchange;

(ii)

there will at all times be a Paying Agent, a Registrar, a London Issuing Agent and a Transfer Agent with a specified office in a city in continental Europe unless, with respect of any Paying Agent, payments are permitted to be made in the United States and the Issuer shall have appointed a Paying Agent in the United States;

(iii)

there will at all times be a Global Agent; and

(iv)

the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive.

Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, 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 Section 16 provided that no such variation, termination, appointment or change shall take effect (except in the case of insolvency) within 15 days before or after any Interest Payment Date.

(b) The Global Agent may (subject to the provisions of Section 26(d)) at any time resign as Global Agent by giving written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, that such date shall never be less than two months after the receipt of such notice by the Issuer unless the Issuer agrees to accept less notice.

(c) The Global Agent may (subject to the provisions of Section 26(d)) be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective.

(d) Any resignation under Section 26(b) or removal under Section 26(c) shall only take effect upon the appointment by the Issuer (with notice to the Global Agent) of a successor Global Agent and (other than in cases of insolvency of the Global Agent) on the expiration of the notice to be given under Section 26(b). If, by the day falling 20 days before the expiration of any notice under Section 26(b), the Issuer has not appointed a successor Global Agent, then the Global Agent shall be entitled, following such consultation with the Issuer as may be practicable in the circumstances, on behalf of the Issuer, to appoint as a successor Global Agent in its place such reputable financial institution of good standing as it may reasonably determine to be capable of performing the duties of the Global Agent hereunder, and, if, by the day falling 10 days before the expiration of any notice under Section 26(b), the Global Agent has

not appointed a successor Global Agent, then the Global Agent may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor agent to such Global Agent. Upon the appointment of a successor agent hereunder, the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.

(e) In case at any time the Global Agent resigns, or is removed, or becomes incapable of action 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 if an administrator, liquidator or administrative or other receiver of it or all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they become due, or if an 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 any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, administration or liquidation, a successor Global Agent may be appointed by the Issuer by an instrument in writing filed with the successor Global Agent. Upon the appointment as aforesaid of a successor Global Agent and acceptance by the latter of such appointment and (other than in the case of insolvency of the Global Agent) upon expiration of the notice to be given under Section 30(b) the Global Agent so superseded shall cease to be the Global Agent hereunder.

(f) Subject to Section 26(a), the Issuer may terminate the appointment of any Paying Agent, the Registrar, the London Issuing Agent or the Transfer Agent at any time and/or appoint one or more further Paying Agents, Registrars, London Paying Agents or Transfer Agents by giving to the Global Agent, and to the relevant Paying Agent, Registrar, London Issuing Agent or Transfer Agent, at least 45 days notice in writing to that effect.

(g) Subject to Section 26(a), all or any of the Paying Agents or Transfer Agents may resign their respective appointments hereunder at any time by giving the Issuer and the Global Agent at least 45 days written notice to that effect.

(h) Upon its resignation or removal becoming effective, the Global Agent or the relevant Paying Agent, Registrar, London Issuing Agent or Transfer Agent:

(i)

shall, in the case of the Global Agent, forthwith transfer all monies held by it hereunder and the records referred to in Sections 8(a), 18(c) and 19(g) to the successor Global Agent hereunder; and

(ii)

shall be entitled to the payment by the Issuer of its commissions and fees for the services theretofore rendered hereunder in accordance with the terms of Section 22.

(i) Upon its appointment becoming effective, a successor Global Agent and any new Paying Agent, London Issuing Agent, Registrar or Transfer Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trust, immunities, duties and obligations of such predecessor with like effect as if originally named as Global Agent or (as the case may be) a Paying Agent, London Issuing Agent, Registrar or Transfer Agent hereunder.

Section 27. Merger and Consolidation.

Any corporation into which the Global Agent or any other Agent may be merged, or any corporation with which the Global Agent or any other Agent may be consolidated, or any corporation resulting from any merger or consolidation to which the Global Agent or any other Agent shall be a party, or any corporation to which the Global Agent or any other Agent shall sell or otherwise transfer all or substantially all the assets or the corporate trust business of the Global Agent or other Agent shall, on the date when such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Global Agent or, as the case may be, Paying Agent, London Issuing Agent, Registrar or Transfer 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, and after the said effective date all references in this Agreement to the Global Agent or, as the case may be, such Paying Agent, London Issuing Agent, Registrar or Transfer Agent shall be deemed to be references to such corporation. Notice of any such merger, consolidation or transfer shall forthwith be given to the Issuer by the relevant Agent.

Section 28. Notifications.

Following receipt of notice of resignation from the Global Agent or any Paying Agent, Registrar, London Issuing Agent or Transfer Agent and forthwith upon appointing a successor Global Agent or, as the case may be, further or other Paying Agents, Registrars, London Issuing Agents or Transfer Agents or on giving notice to terminate the appointment of any Global Agent or, as the case may be, Paying Agent, Registrar, London Issuing Agent or the Transfer Agent, the Issuer 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 Section 16.

Section 29. Change of Specified Office.

If the Global Agent or any Paying Agent, London Issuing Agent, the Registrar, the Euro Registrar or Transfer Agent determines to change its specified office it shall give to the Issuer and (if applicable) the Global 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 Global Agent (on behalf of the Issuer) shall within 15 days of receipt of such notice (unless the appointment of the Global Agent or the relevant Paying Agent, London Issuing Agent, Registrar or Transfer Agent, as the case may be, is to terminate pursuant to Section 26 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 Section 16.

Section 30. Notices.

(a) Each communication under this Agreement shall be made by fax or by letter, or in the case of new issues of Notes, by GPR. Each communication or document to be delivered by fax or by letter to any party under this Agreement shall be sent to that party at the

fax number or address, and marked for the attention of the person (if any), from time to time designated by that party to the Agents (or, in the case of an Agent, by it to each other party) for the purpose of this Agreement. The initial telephone number, fax number, address and person so designated by the parties under this Agreement are set out on the signatory page hereto.

(b) Any communication from any party to any other party under this Agreement shall be effective (if by fax), when good receipt is confirmed by the recipient following enquiry by the sender and (if by letter) when delivered, except that a communication received outside normal business hours shall be deemed to be received on the next business day in the city in which the recipient is located.

Section 31. Taxes and Stamp Duties.

Except as set forth in Section 8(h), the Issuer agrees to pay any and all stamp and other documentary taxes or duties (other than any interest or penalties arising as a result of a failure by any other person to account promptly to the relevant authorities for any such duties or taxes after such person shall have received from the Issuer the full amount payable in respect thereof) which may be payable in connection with the execution, delivery, performance and enforcement of this Agreement.

Section 32. Currency Indemnity.

If, under any applicable law and whether pursuant to a judgment being made or registered against the Issuer or for any other reason, any payment under or in connection with this Agreement is made or is 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, the Issuer shall arrange to supply the “other currency” to the Global Agent or the relevant Paying Agent, Registrar, London Issuing Agent or Transfer Agent, in accordance with the payment timeframes specified in Section 12(a) of this Agreement.

Section 33. Amendments; Meetings of Holders.

(a) The Notes may be amended by the Issuer and this Agreement may be amended by the Issuer and the Global Agent, (i) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein or herein, (ii) to make any further modifications of the terms of this Agreement necessary or desirable to allow for the issuance of any additional Notes (which modifications shall not be materially adverse to holders of outstanding Notes, as evidenced by an officer’s certificate from the Issuer delivered to the Global Agent) or (iii) in any manner which the Issuer (and in the case of this Agreement, the Global Agent) may deem necessary or desirable and which shall not materially adversely affect the interests of the holders of the Notes (as evidenced by an officer’s certificate from the Issuer delivered to the Global Agent), to all of which each holder of Notes shall, by acceptance thereof, be deemed to have consented. In addition, with the written consent of the holders of at least 66 2/3% of the principal amount of the Notes to be affected thereby, the Issuer and the Global Agent may from time to time and at any time enter into agreements modifying or amending this Agreement or the provisions of the Notes for the purpose of adding any provisions thereto or changing in any manner or eliminating any provisions of this Agreement or of modifying in any

manner the rights of the holders of Notes; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby, (i) change the Stated Maturity Date with respect to any Note or reduce or cancel the amount payable at maturity; (ii) reduce the amount payable or modify the payment date for any interest with respect to any Note or vary the method of calculating the rate of interest with respect to any Note; (iii) reduce any minimum interest rate and/or maximum interest rate with respect to any Note; (iv) modify the currency in which payments under any Note are to be made; (v) change the obligation of the Issuer to pay Additional Amounts with respect to Notes; (vi) reduce the percentage in principal amount of outstanding Notes the consent of the holders of which is necessary to modify or amend this Agreement or the provisions of the Notes or to waive any future compliance or past default; or (vii) reduce the percentage in principal amount of outstanding Notes the consent of the holders of which is required at any meeting of holders of Notes at which a resolution is adopted. Any instrument given by or on behalf of any holder of a Note in connection with any consent to any such modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent holders of such Note. Any modifications, amendments or waivers to this Agreement or the provisions of the Notes shall be conclusive and binding on all holders of Notes, whether or not notation of such modifications, amendments or waivers is made upon the Notes. It will not be necessary for the consent of the holders of Notes to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.

(b) A meeting of holders of Notes may be called at any time and from time to time to make, give or take any request, demand authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Notes to be made, given or taken by holders of Notes.

(c) If requested by the Issuer or the holders of at least 10% in principal amount of the outstanding Notes of a Series, the Global Agent shall call a meeting of holders of such Notes for any purpose specified in Section 33(b) to be held at such time and at such place in The City of New York as the Issuer shall determine. Notice of every meeting of holders of Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given by the Global Agent on behalf of the Issuer to the holders of the Notes, in the same manner as provided in Section 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time the Issuer or the holders of at least 10% in principal amount of the outstanding Notes of a Series shall have requested the Global Agent to call a meeting of the holders to take any action authorized in Section 33(b), by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Global Agent shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the holders of Notes in the amount above-specified may determine the time and the place in The City of New York for such meeting and may call such meeting by giving notice thereof as provided in this Section 33(c).

(d) To be entitled to vote at any meeting of holders of Notes of a Series, a person shall be a holder of outstanding Notes of such Series at the time of such meeting, or a person appointed by an instrument in writing as proxy for such holder.

(e) The persons entitled to vote a majority in principal amount of the outstanding Notes of the relevant Series shall constitute a quorum. In the absence of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting maybe adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 16 except that such notice need be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the outstanding Notes which shall constitute a quorum.

Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Notes of the relevant Series constitute a quorum for the taking of any action set forth in the notice of the original meeting. Any meeting of holders of Notes at which a quorum is present may be adjourned from time to time by vote of a majority in principal amount of the outstanding Notes represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in principal amount of the outstanding Notes of such Series represented and voting at such meeting, provided that such amount approving such resolution shall be not less than 25% in principal amount of the outstanding Notes of such Series.

Section 34. References to Additional Amounts.

All references in this Agreement to principal, premium and interest in respect of any Note shall, unless the context otherwise requires, be deemed to mean and include all Additional Amounts, if any, payable in respect thereof as set forth in such Note.

Section 35. Descriptive Headings.

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

Section 36. Governing Law.

This Agreement is governed by, and shall be construed in accordance with, the laws of the State of New York, United States of America, except that Sections 17(b) and Schedule 1 hereto shall be governed by and construed in accordance with the laws of England.

Section 37. Submission of Jurisdiction.

(a) The Issuer irrevocably consents and agrees, for the benefit of the Agents, and each of the Agents irrevocably consents and agrees, for the benefit of the Issuer, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the Notes may be brought in the

Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York and, until all amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam.

(b) The Issuer hereby irrevocably designates, appoints, and empowers Thomas Wren, Treasurer of the Guarantor (or any successor thereof), as its agent (the “Service of Process Agent”) to receive, accept and acknowledge for and on its behalf, service of any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in any United States or State court which may be made on such Service of Process Agent in accordance with legal procedures prescribed for such courts. If for any reason such Service of Process Agent shall cease to be available to act as such, the Issuer or the Agents, as the case may be, agree to designate a new Service of Process Agent in The City of New York on the terms and for the purposes of this Section 37 satisfactory to the other parties to this Agreement. Each party to this Agreement further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant Service of Process Agent (whether or not the appointment of such Service of Process Agent shall for any reason prove to be ineffective or such Service of Process Agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such party, at its address specified in or designated pursuant to this Agreement. Each party to this Agreement agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of any party to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the other parties in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 38. Waiver of Sovereign Immunity.

To the extent that the Issuer or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in respect thereof, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which

proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement or the Notes, the Issuer, to the maximum extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement. This agreement and waiver are intended to be effective upon the execution and delivery of this Agreement by the Issuer without any further act by the Issuer and are intended to inure to the benefit of the Agents from time to time.

Section 39. Counterparts.

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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


The Issuer		c/o MBNA Europe Bank Limited,
		Chester Business Park Chester CH4 9FB,
MBNA EUROPE FUNDING PLC		United Kingdom

By:	/s/ Duncan Aign	Telephone:	011-44 ###-###-####
Name:	DUNCAN AIGN	Facsimile:	011-44 ###-###-####
Title:	DIRECTOR	Attention:	Treasurer