(the Upstream Guarantee)
(incorporated under the laws of Delaware)
(a public limited company incorporated under the laws of Ireland with registered number 602527)
notes issued by Linde plc (the Linde plc Notes)
the guarantee (the Programme Guarantee) of Linde plc for the benefit of the holders (the Noteholders) of notes (the Linde Finance Notes) issued by
Linde Finance B.V.
(incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands)
in each case under the EUR 10,000,000,000 Debt Issuance Programme of Linde plc and Linde Finance dated 11 May 2020 (as amended, supplemented or restated from time to time) (the Programme).
|(A) || |
Linde plc intends to issue Linde plc Notes under the Programme from time to time.
|(B) || |
Linde Finance intends to issue Linde Finance Notes under the Programme from time to time. By way of the Programme Guarantee, Linde plc will guarantee unconditionally and irrevocably the payment of principal and interest as well as any other amounts payable in respect of the Linde Finance Notes that may be issued by Linde Finance under the Programme.
|(C) || |
Substantially concurrently with the execution and delivery of this Upstream Guarantee, Linde GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of the Federal Republic of Germany (Linde GmbH), will agree to fully and unconditionally guarantee Linde plcs obligations under the Linde plc Notes and under the Programme Guarantee (the Concurrent Upstream Guarantee).
|(D) || |
Praxair wishes to provide this Upstream Guarantee for the benefit of Linde plc.
IN CONSIDERATION OF THE FOREGOING, IT IS AGREED AS FOLLOWS:
|(1) (a) || |
Praxair hereby fully and unconditionally guarantees to Linde plc all obligations of Linde plc under the Linde plc Notes and under the Programme Guarantee. Failing payment when due by Linde plc of any amount under the Linde plc Notes or the Programme Guarantee, as the case may be, for whatever