EXECUTION COPY PHILIP MORRIS INTERNATIONAL INC. EURO MEDIUM TERM NOTE PROGRAMME

 

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PHILIP MORRIS INTERNATIONAL INC. (the “Issuer”); and

BANCA IMI S.p.A., BANCO BILBAO VIZCAYA ARGENTARIA, S.A., BANCO SANTANDER, S.A., BARCLAYS BANK PLC, BNP PARIBAS, CITIGROUP GLOBAL MARKETS LIMITED, CREDIT SUISSE SECURITIES (EUROPE) LIMITED, DEUTSCHE BANK AG, LONDON BRANCH, GOLDMAN SACHS INTERNATIONAL, HSBC BANK PLC, ING BANK N.V., J.P. MORGAN SECURITIES LTD., THE ROYAL BANK OF SCOTLAND PLC AND SOCIÉTÉ GÉNÉRALE (the “Dealers” which expression shall include any institution(s) appointed as a Dealer in accordance with Clause 13.1.2 (New Dealer) or Clause 13.1.3 (Dealer for a day), and save as specified herein, exclude any institutions(s) whose appointment as a Dealer has been terminated in accordance with Clause 13.1.1 (Termination) or which has resigned in accordance with Clause 13.2 (Resignation) provided that where any such institution has been appointed as Dealer in relation to a particular Tranche (as defined below) the expression “Dealer” or “Dealers” shall only mean or include such institution in relation to such Tranche).

The Issuer has established a programme (the “Programme”) for the issuance of notes (the “Notes”), in connection with which Programme the Issuer has entered into the Agency Agreement and has executed and delivered the Trust Deed referred to below.

The Issuer has made applications to the United Kingdom Financial Services Authority (the “FSA”) for Notes issued under the Programme to be admitted to listing on the Official List of the FSA and to trading on the Regulated Market of the London Stock Exchange plc (the “London Stock Exchange”). The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.

In connection with the Programme, the Issuer has prepared a base prospectus dated 13 March 2009 which has been approved by the FSA as a base prospectus issued in compliance with Directive 2003/71/EC (the “Prospectus Directive”) and relevant implementing measures in the United Kingdom.

Each Tranche of Notes will be issued either (1) pursuant to the Base Prospectus (as defined below) as amended and/or supplemented by a document specific to such

Tranche describing the final terms of the relevant Tranche (the “Final Terms”) or (2) in a separate prospectus specific to such Tranche (the “Drawdown Prospectus”).

The parties wish to record the arrangements agreed between them in relation to the issue by the Issuer and the subscription by Dealers from time to time of Notes issued under the Programme.

All terms and expressions which have defined meanings in the Base Prospectus and the Trust Deed shall have the same meanings in this Agreement except where the context requires otherwise or unless otherwise stated. In addition, in this Agreement the following expressions have the following meanings:

this “Agreement” includes any amendment or supplement hereto (including any confirmation or agreement given or executed pursuant to Clause 13.1.2 (New Dealer) or Clause 13.1.3 (Dealer for a day) whereby an institution becomes a Dealer hereunder but excluding any Relevant Agreement) and the expressions “herein” and “hereto” shall be construed accordingly;

“Base Prospectus” means the base prospectus prepared in connection with the Programme, including documents incorporated by reference into it, as the same may be amended or supplemented from time to time provided, however, that:

in relation to each Tranche of Notes, the relevant Final Terms shall be deemed to be included in the Base Prospectus; and

for the purposes of Clause 4.2 (Representations and warranties deemed repeated upon issue of Notes), in the case of a Tranche of Notes which is the subject of Final Terms each reference in Clause 4.1 (Representations and warranties) to the Base Prospectus shall mean the Base Prospectus as the same may be amended or supplemented at the date of the Relevant Agreement without regard (subject as provided in (a) above) to any subsequent amendment or supplement to it unless the Mandated Dealer has agreed thereto in accordance with Clause 5.17 (Supplement to Base Prospectus or any Drawdown Prospectus);

“Common Safekeeper” means an ICSD in its capacity as common safekeeper or a person nominated by the ICSDs to perform the role of common safekeeper;

“Event of Default” means one of those circumstances described in Condition 14 (Events of Default);

“FSMA” means the Financial Services and Markets Act 2000;

“ICSDs” means Clearstream, Luxembourg and Euroclear;

“Indemnified Person” means, in respect of the indemnity contained in Clause 6.1, each Dealer, or in respect of the indemnity contained in Clause 6.2, the Issuer and in each case their respective Related Parties;

“Loss” means any liability, damages, cost, loss or expense (including, without limitation, legal fees, costs and expenses and any value added tax thereon);

“Mandated Dealer” means, in relation to a Relevant Agreement which is made between the Issuer and more than one Dealer, the institution specified as such or as the Lead Manager in the relevant Final Terms and/or in such Relevant Agreement; and, in relation to a Relevant Agreement which is made between the Issuer and a single Dealer, such Dealer;

“Programme Manual” means the programme manual (containing suggested forms and operating procedures for the Programme) dated 13 March 2009 and signed for the purposes of identification by the Issuer, the Trustee and the Principal Paying Agent, as the same may be amended or supplemented from time to time by agreement:

in the case of the Programme, between the Issuer, the Trustee, the Principal Paying Agent, the Registrar and the Arranger; or

in the case of a particular Tranche of Bearer Notes, between the Issuer, the Principal Paying Agent, the Trustee and the Mandated Dealer; or

in the case of a particular Tranche of Registered Notes, between the Issuer, the Trustee, the Registrar and the Mandated Dealer;

“Related Party” means, in respect of any person, any affiliate of that person or any officer, director, employee or agent of that person or any such affiliate or any person by whom any of them is controlled (where the words “affiliate” and controlled” have the meanings given to them by the Securities Act and the regulations thereunder);

“Relevant Agreement” means an agreement in writing, concluded in accordance with Clause 2 (Issuing Notes), between the Issuer and any Dealer(s) for the issue by the Issuer and the subscription by such Dealer(s) (or on such other basis as may be agreed between the Issuer and the relevant Dealer(s) at the relevant time) of any Notes and shall include, without limitation, any agreement in the form or based on the form set out in Schedule 3 (Pro Forma Subscription Agreement);

“Relevant Dealer(s)” means, in relation to a Relevant Agreement, the Dealer(s) which is/are party to that Relevant Agreement;

“Securities Act” means the United States Securities Act of 1933, as amended;

“Stabilising Manager” means, in relation to any Tranche of Notes, the Dealer or Dealers specified as the Stabilising Manager(s) in the relevant Final Terms or, as the case may be, the relevant Drawdown Prospectus;

“Terms and Conditions” means, in relation to any Notes, the terms and conditions applicable to such Notes set out in the Base Prospectus as amended, supplemented and/or replaced by the relevant Final Terms or, as the case may be, the relevant Drawdown Prospectus and any reference to a numbered “Condition” is to the correspondingly numbered provision thereof;

“Transparency Directive” means Directive 2004/109/EC;

“Trust Deed” means the trust deed made between the Issuer and the Trustee dated 13 March 2009; and

“Trustee” means HSBC Corporate Trustee Company (UK) Limited.

Any reference in this Agreement to a Clause, a sub-clause or a Schedule is, unless otherwise stated, to a clause or sub-clause hereof or a schedule hereto.

Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

Save as provided in the definition of “Base Prospectus” above, all references in this Agreement to an agreement, instrument or other document (including the Agency Agreement, the Trust Deed and the Base Prospectus) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time.

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

Any reference in this Agreement to a regulated market shall be construed as a reference to a regulated market within the meaning given in the Prospectus Directive.

The Issuer and the Dealers agree that any Notes which may from time to time be agreed between the Issuer and any Dealer(s) to be issued by the Issuer and subscribed by such Dealer(s) shall be issued and subscribed on the basis of, and in reliance upon, the representations, warranties, undertakings and indemnities made or given or provided to be made or given pursuant to the terms of this Agreement. Unless otherwise agreed, neither the Issuer nor any Dealer(s) is, are or shall be under any obligation to issue or subscribe any Notes.

Prior to the conclusion of any Relevant Agreement the Mandated Dealer shall communicate the proposed terms of the Relevant Agreement, including without limitation full details of the Dealers’ commissions, to the Issuer in writing and the Relevant Agreement shall be deemed to have been concluded when the Issuer confirms its acceptance of those terms to the Mandated Dealer in writing;

Upon the conclusion of any Relevant Agreement and subject as provided in Clause 3.1 (Conditions precedent to first issue of Notes):

Preparation of Final Terms or Drawdown Prospectus: the Issuer shall promptly confirm such terms to the Principal Paying Agent in writing (by fax), and either:

the Issuer or, if the Mandated Dealer so agrees with the Issuer, the Mandated Dealer will prepare or procure the preparation by the Principal Paying Agent of the Final Terms in relation to the relevant Notes for approval (such approval not to be unreasonably withheld or delayed) by the Mandated Dealer or, as the case may be, the Issuer and execution on behalf of the Issuer; or

the Issuer will prepare the Drawdown Prospectus in relation to the relevant Notes for approval (such approval not to be unreasonably withheld or delayed) by the Mandated Dealer;

Issue of Notes: the Issuer shall on the agreed Issue Date of the relevant Notes procure the issue of such Notes in the relevant form (subject to amendment and completion) scheduled to the Trust Deed and shall procure their delivery to or to the order of the Relevant Dealer(s);

Payment of net proceeds: the Relevant Dealer(s) shall for value on the agreed Issue Date of the relevant Notes procure the payment to the Issuer of the net proceeds of the issue of the Notes (namely, the agreed issue or sale price thereof plus any accrued interest and less any agreed commissions, concessions or other agreed deductibles);

Single Dealer Drawdown: where a single Dealer has agreed with the Issuer to subscribe a particular Tranche pursuant to this Clause 2, if requested by the Relevant Dealer in relation to such Tranche the Issuer and the Relevant Dealer shall enter into a subscription agreement based on the form set out in Schedule 3 (Pro Forma Subscription Agreement) or such other form as may be agreed between the Issuer and the Relevant Dealer;

Syndicated Drawdown: where more than one Dealer has agreed with the Issuer to subscribe a particular Tranche pursuant to this Clause 2, unless otherwise agreed between the Issuer and the Relevant Dealers:

the obligations of the Relevant Dealers so to subscribe the Notes shall be joint and several; and

in relation to such Tranche the Issuer and the Relevant Dealers shall enter into a subscription agreement in the form or based on the form set out in Schedule 3 (Pro Forma Subscription Agreement) or such other form as may be agreed between the Issuer and the Relevant Dealers; and

Programme Manual: the procedures which the parties intend should apply to non-syndicated issues of Notes are set out in Schedule 1 (Settlement Procedures for Non-Syndicated Issues of Notes) to the Programme Manual. The procedures which the parties intend should apply to syndicated issues of Notes are set out in Schedule 2 (Settlement Procedures for Syndicated Issues of Notes) to the Programme Manual.

Before any Notes may be issued under the Programme after the date of this Agreement, each Dealer must have received and found satisfactory all of the documents and confirmations described in Schedule 2 (Initial Conditions Precedent). Each Dealer will be deemed to have received and found satisfactory all of such documents and confirmations unless, within five London business days of receipt of such documents and confirmations, it notifies the Issuer and the other Dealers to the contrary. The obligations of the Dealers under Clause 2.3.3 (Payment of net proceeds) are conditional upon each Dealer having received and found satisfactory (or being deemed to have received and found satisfactory) all of the documents and confirmations described in Schedule 2 (Initial Conditions Precedent).

In respect of any issue of Notes under the Programme, the obligations of the Relevant Dealer(s) in the Relevant Agreement are conditional upon:

Execution and delivery of Notes and Final Terms or Drawdown Prospectus: the relevant Notes and the relevant Final Terms or, as the case may be, Drawdown Prospectus having been completed, executed (which execution may, in the case of Notes, be done in any way envisaged by clause 4 of the Agency Agreement) and delivered as appropriate by the Issuer in accordance with the terms of this Agreement, the Relevant Agreement, the Agency Agreement, the Trust Deed and the Programme Manual substantially in the respective forms agreed between the Issuer and the Relevant Dealer(s);

No material adverse change: since the date of the Relevant Agreement, there having been no adverse change, or any development reasonably likely to

involve an adverse change, in the consolidated condition (financial or other) results of operations or business affairs of the Issuer or any of its Subsidiaries that is material in the context of the issue of the relevant Notes and that is not set out in the Base Prospectus;

Accuracy of representations and warranties: the representations and warranties by the Issuer contained herein or in any Relevant Agreement being true and accurate on the date of the Relevant Agreement and on each date on which they are deemed to be repeated with reference in each case to the facts and circumstances then subsisting;

No breach: the Issuer not being in breach of this Agreement or the Relevant Agreement;

Force majeure: there having been, since the date of the Relevant Agreement and in the opinion of the Mandated Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in its view, be likely either (a) if there is more than one Relevant Dealer, to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market, or (b) if there is only one Relevant Dealer, to materially change the circumstances prevailing at the date of the Relevant Agreement;

No adverse change of rating: since the date of the Relevant Agreement, no internationally recognised rating agency having, in respect of any debt securities of the Issuer, issued any notice (a) downgrading such securities or (b) indicating that it intends to downgrade, or is considering the possibility of downgrading, such securities;

Listing and trading: in the case of Notes which are to be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system, the Mandated Dealer having received confirmation that the relevant Notes have, subject only to the execution, authentication and delivery of the relevant Global Note, been admitted to listing, trading and/or quotation by the relevant competent authority, stock exchange and/or quotation system;

Certificate: if there is more than one Relevant Dealer, a certificate dated as at the relevant Issue Date signed by a director or other equivalent senior officer of the Issuer to the effect that:

the Base Prospectus or, as the case may be, the Drawdown Prospectus contains all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and nothing has happened or is expected to happen which would require the Base Prospectus or, as the case may be, the Drawdown Prospectus to be supplemented or updated;

the representations and warranties deemed to be made by the Issuer on the Issue Date pursuant to Clause 4.2 (Representations and warranties deemed repeated upon issue of Notes) are true and correct; and

the Issuer is in compliance with its undertakings under Clause 5 (Undertakings by the Issuer);

Calculations or determinations: any calculations or determinations which are required by the Terms and Conditions of the relevant Notes to be made prior to the date of issue of such Notes having been duly made;

Legal opinions and comfort letters, etc.: the Mandated Dealer having received such legal opinions and comfort letters as may be required to be delivered pursuant to Clauses 5.11 (Legal opinions) and 5.12 (Auditors’ comfort letters) and such other opinions, documents, certificates, agreements or information specified in the Relevant Agreement as being conditions precedent to the purchase or subscription of the particular Tranche of Notes (in each case in a form satisfactory to the Mandated Dealer); and

New Global Note form: if the relevant Final Terms or, as the case may be, the relevant Drawdown Prospectus specify that the New Global Note form is applicable, the Mandated Dealer having received (in a form satisfactory to the Mandated Dealer):

if the New Global Note requires an ICSD to be Common Safekeeper, a duly executed or conformed copy of the authorisation from the Issuer to the relevant ICSD acting as Common Safekeeper to effectuate the relevant Global Note; and

if the New Global Note requires an ICSD to be Common Safekeeper, a duly executed or conformed copy of the election form pursuant to which the Principal Paying Agent has elected an ICSD as Common Safekeeper in accordance with clause 4.17 (Election of Common Safekeeper) of the Agency Agreement.

The Mandated Dealer may, in its discretion, waive any of the conditions contemplated in Clause 3.1 (Conditions precedent to first issue of Notes) and Clause 3.2 (Conditions precedent to any issue of Notes) by notice in writing to the Issuer, subject to the following provisions:

Relevant Agreement: any such waiver shall apply to such conditions only as they relate to the Notes the subject of the Relevant Agreement;

Relevant Dealers: where there is more than one Dealer party to the Relevant Agreement, any such waiver shall be given on behalf of the other Dealer(s) party to the Relevant Agreement in question;

Specific waiver: any condition so waived shall be deemed to have been satisfied as regards such Dealer(s) alone and only for the purposes specified in such waiver;

Authority: it may not waive the condition contained in Clause 3.2.3 (Accuracy of representations and warranties) so far as it relates to the representation and warranty contained in Clause 4.1.15 (No issue in excess of authority).

If any of the conditions contemplated in Clause 3.1 (Conditions precedent to first issue of Notes) and Clause 3.2 (Conditions precedent to any issue of Notes) is not satisfied and, if not satisfied, is not waived by the Mandated Dealer on or before the Issue Date of any relevant Tranche, the Mandated Dealer shall, subject as mentioned below, be entitled to terminate the Relevant Agreement and, in that event, the parties to such Relevant Agreement shall be released and discharged from their respective obligations thereunder (except for any rights or liabilities which may have arisen in respect of that Tranche pursuant to Clauses 4, 5, 6 or 7 of this Agreement or any liability of the Issuer (under the terms of the Relevant Agreement) incurred prior to or in connection with such termination).

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms or, as the case may be, Drawdown Prospectus may over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no obligation on the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) to undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Such stabilising shall be conducted in accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment or stabilising shall, as against the Issuer, be for the account of the Stabilising Manager(s).

The Issuer represents and warrants to the Dealers on the date hereof as follows:

Incorporation, capacity and authorisation: the Issuer is:

duly incorporated;

validly existing;

in good standing under the laws of its jurisdiction of incorporation with, in all material respects, full power and capacity to own or lease its property and assets and to conduct its business as described in the Base Prospectus; and

is lawfully qualified to do business in those jurisdictions in which business is conducted by it;

Capacity and authorisation: the Issuer has full power and capacity:

to create and issue the Notes and to execute the Trust Deed; and

to execute this Agreement, the Agency Agreement and each Relevant Agreement,

and in each case to undertake and perform the obligations expressed to be assumed by it herein and therein, and the Issuer has taken all necessary corporate action to approve and authorise the same;

No breach: the creation, issue and sale of the Notes, the execution of this Agreement, the Agency Agreement, the Trust Deed and each Relevant Agreement and the undertaking and performance by the Issuer of the obligations expressed to be assumed by it herein and therein will not conflict with, or result in a breach of or default under:

the laws of its jurisdiction of incorporation;

any provision of its constitutive documents; or

any agreement or instrument to which it is a party or by which it is bound, which conflict, breach or default is material in the context of the Programme or any issue of Notes;

Legal, valid, binding and enforceable: this Agreement, the Agency Agreement and the Trust Deed constitute legal, valid, binding and enforceable obligations of the Issuer and:

upon due execution by or on behalf of the Issuer, each Relevant Agreement will constitute legal, valid, binding and enforceable obligations of the Issuer; and

upon due execution by or on behalf of the Issuer and due authentication and delivery, the Notes will constitute legal, valid, binding and enforceable obligations of the Issuer;

Status of the Notes: the Notes constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured

obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application;

Approvals: all authorisations, consents, notifications and approvals required by any governmental or regulatory authority or stock exchange in respect of the Issuer for or in connection with the creation, issue and sale of the Notes, the execution of this Agreement, the Agency Agreement, the Trust Deed and each Relevant Agreement, the performance by the Issuer of the obligations expressed to be undertaken by it herein and therein and the distribution of the Base Prospectus in accordance with the provisions set out in Schedule 1 Selling Restrictions) either have been or, in the case of a Relevant Agreement or issue of a particular Tranche of Notes will, prior to the issue of such Notes, have been obtained and are or will, prior to the issue of such Notes, be in full force and effect;

Taxation: except as described in the Base Prospectus all payments of principal and interest in respect of the Notes, and all payments by the Issuer to persons who are non-residents of the United States of America or any political sub-division thereof under this Agreement, the Agency Agreement, the Trust Deed and each Relevant Agreement, may be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States of America or any political subdivision or authority thereof or therein having power to tax;

Base Prospectus: the Base Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading;

Financial statements: the Issuer’s most recently prepared consolidated audited financial statements and any consolidated unaudited financial statements published subsequently thereto were prepared in accordance with accounting principles generally accepted in the United States of America, consistently applied (except where changes are required by such accounting principles), and give (in conjunction with the notes thereto) a true and fair view of its and its Subsidiaries’ financial condition (taken as a whole) as at the date(s) as of which they were prepared and the results of its and its Subsidiaries’ operations (taken as a whole) during the periods then ended;

General duty of disclosure: the Base Prospectus contains all such information as is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes and the information in the section of the Base Prospectus under the heading “General Description of the Programme” is not misleading, inaccurate or inconsistent when read with the rest of the Base Prospectus;

No material litigation: save as set out in the Base Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which the Issuer is aware) which may have, or have had during the 12 months prior to the date of the Base Prospectus, an effect on the financial position or profitability of the Issuer and its Subsidiaries which is material in the context of the Programme or the issue of Notes thereunder;

No material change: save as set out in the Base Prospectus, since 31 December 2008 there has been no material adverse change in the prospects, and there has been no significant change in the financial or trading position, of the Issuer and its Subsidiaries which, in either case, is material in the context of the Programme or the issue of the Notes thereunder;

No Event of Default: there exists no event or circumstance which is or would (with the passing of time, the giving of notice or the making of any determination) become an Event of Default in relation to any outstanding Note (or, if the relevant Notes were then in issue) an Event of Default in relation to such Notes;

OFAC sanctions target: None of the Issuer or any of its Subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer or any of its Subsidiaries is currently a target of any economic sanctions administered by the Office of Foreign Assets Control of the United States Department of Treasury; and

No issue in excess of authority: that the Issuer will not issue any Notes in a principal amount in excess of any authorisation by the board of directors of the Issuer in force at the time of issue of such Notes.

In respect of each Tranche of Notes agreed as contemplated herein to be issued and subscribed, each of the representations and warranties made by the Issuer in Clause 4.1 (Representations and warranties) shall be deemed to be repeated on the date on which the Relevant Agreement is made, on the Issue Date thereof and on each intervening date, in each case, with reference to the facts and circumstances then subsisting. For the purposes of this Clause 4.2, in the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in Clause 4.1 (Representations and warranties) to:

the Base Prospectus shall be deemed to be a reference to the relevant Drawdown Prospectus, unless any Relevant Dealer gives notice to the contrary to the Issuer before the issue of the relevant Notes; and

“in the context of the Programme” shall be deemed to be a reference to “in the context of the issue of the Notes”.

Each of the representations and warranties made by the Issuer in Clause 4.1 (Representations and warranties) shall be deemed to be repeated on each date on which a new Base Prospectus or a supplement to the Base Prospectus is published, with reference to the facts and circumstances then subsisting.

The Issuer shall procure that the Base Prospectus is made available to the public in accordance with the requirements of the Prospectus Directive and relevant implementing measures in the United Kingdom. In addition the Issuer shall deliver to the Dealers, without charge, on the date of this Agreement and hereafter from time to time as requested as many copies of the Base Prospectus as the Dealers may reasonably request.

The Issuer shall notify the Dealers as soon as practicable of anything which has or is reasonably likely to have rendered, or will or is reasonably likely to render, untrue or incorrect in any respect which is, in the context of the Programme or any issue of Notes, material any representation and warranty by the Issuer in this Agreement as if it had been made or given at such time with reference to the facts and circumstances then subsisting.

If, at any time after entering into a Relevant Agreement under Clause 2 (Issuing Notes) and before the issue of the relevant Notes, the Issuer becomes aware that the conditions specified in Clause 3.2 (Conditions precedent to any issue of Notes) will not be satisfied in relation to that issue, the Issuer shall forthwith notify the Relevant Dealer(s) to this effect giving reasonable details thereof.

The Issuer shall update or amend the Base Prospectus (following consultation with the Arranger which will consult with the Dealers) by the publication of a supplement thereto or a new Base Prospectus in a form approved by the Dealers:

Material change: in the event that a significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus arises or is noted which is capable of affecting the assessment of any Notes which may be issued under the Programme.

The Issuer shall procure that any such supplement to the Base Prospectus or any such new Base Prospectus is made available to the public in accordance with the

requirements of the Prospectus Directive and relevant implementing measures in the United Kingdom. In addition the Issuer shall deliver to the Dealers, without charge, from time to time as requested as many copies of any such supplement to the Base Prospectus or any such new Base Prospectus as the Dealers may reasonably request.

The Issuer shall procure that each (if any) Drawdown Prospectus is made available to the public in accordance with the requirements of the Prospectus Directive and relevant implementing measures in the United Kingdom. In addition the Issuer shall deliver to the relevant Mandated Dealer on behalf of the Relevant Dealer(s), without charge, from time to time as requested as many copies of the Drawdown Prospectus as the Relevant Dealer(s) may reasonably request. Without prejudice to its obligations under applicable law, the Issuer shall at the reasonable request of the relevant Mandated Dealer at any time prior to the later of completion (in the view of relevant Mandated Dealer) of the offer of the relevant Notes and, if an application will be made for the relevant Notes to be admitted to trading on a regulated market, such admission amend or supplement the Drawdown Prospectus to the satisfaction of the relevant Mandated Dealer and the relevant competent authority. The Issuer shall procure that any such amended Drawdown Prospectus or supplementary Drawdown Prospectus is made available to the public in accordance with the requirements of the Prospectus Directive and relevant implementing measures in the United Kingdom. In addition the Issuer shall deliver to the relevant Mandated Dealer on behalf of the Relevant Dealer(s), without charge, from time to time as requested as many copies of the relevant amended Drawdown Prospectus or supplementary Drawdown Prospectus as the Relevant Dealer(s) may reasonably request.

Without prejudice to the generality of the foregoing, the Issuer shall from time to time promptly furnish to each Dealer such information relating to the Issuer as such Dealer may reasonably request. For greater certainty, this Clause shall not require the Issuer to disclose any unpublished price-sensitive information to any Dealer.

If, in relation to any issue of Notes, it is agreed between the Issuer and the Mandated Dealer to apply for such Notes to be admitted to listing, trading and/or quotation by one or more competent authorities, stock exchanges and/or quotation systems, the Issuer undertakes to use its reasonable endeavours to obtain and maintain the admission to listing, trading and/or quotation of such Notes by the relevant competent authority, stock exchange and/or quotation system until none of the Notes is outstanding; provided, however, that if it is impracticable or unduly burdensome to maintain such admission to listing, trading and/or quotation, the Issuer shall use its reasonable endeavours to obtain and maintain as aforesaid an admission to listing, trading and/or quotation for the Notes on such other competent authorities, stock exchanges and/or quotation systems as they may (with the approval of the Mandated Dealer) decide and the Issuer shall be responsible for any fees incurred in connection therewith.

The Issuer undertakes that it will not, except with the consent of the Dealers (such consent not to be unreasonably withheld or delayed), terminate the Agency Agreement or the Trust Deed or effect or permit to become effective any amendment to any such agreement or deed which, in the case of an amendment, would or might adversely affect the interests of any holder of Notes issued before the date of such amendment.

The Issuer undertakes that it will not, except with the consent of the Arranger (such consent not to be unreasonably withheld or delayed), appoint a different Principal Paying Agent, Registrar, Paying Agent(s) or Transfer Agent(s) under the Agency Agreement and that it will promptly notify each of the Dealers of any change in the Principal Paying Agent, Registrar, Paying Agent(s) or Transfer Agent(s) under the Agency Agreement.

The Issuer will notify the Dealers promptly in writing if any of the persons named in the list referred to in paragraph 3 of Schedule 2 (Initial Conditions Precedent) ceases to be authorised to take action on behalf of the Issuer or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Dealers that such person has been so authorised.

The Issuer will, in each of the circumstances described in 5.11.1 to 5.11.4 below, procure the delivery to the Dealers (or the Relevant Dealer(s), as the case may be) of legal opinions (either from legal counsel which originally provided such legal opinions or from such legal counsel as may be approved by the Dealers (acting reasonably) or, as the case may be, the Mandated Dealer in respect of the Relevant Agreement in question) in such form and with such content as the Dealers (or the Relevant Dealer(s), as the case may be) may reasonably require. In the case of 5.11.1 and 5.11.2 below, such opinion or opinions shall be supplied at the expense of the Issuer and, in the case of 5.11.3 and 5.11.4 below, the expense for the supply of such opinion or opinions shall be as agreed between the Issuer and the Relevant Dealer(s). Such opinion or opinions shall be delivered:

Annual update: before the first issue of Notes occurring after each anniversary of the date of this Agreement;

Material change: if reasonably requested by any Dealer in relation to a material change or proposed material change to the Base Prospectus, this Agreement, the Agency Agreement or the Trust Deed, or any change or proposed change in applicable law or regulation, at such date as may be specified by such Dealer;

Syndicated issues: at the time of issue of a Tranche which is syndicated amongst a group of institutions; and

The Issuer will, in each of the circumstances described in 5.12.1, 5.12.2, 5.12.3, and 5.12.4 below, procure the delivery to the Dealers (or the Relevant Dealer(s), as the case may be) of a comfort letter or comfort letters from independent auditors substantially in the form provided at the date hereof, with such modifications as the Dealers (or the Relevant Dealer(s), as the case may be) may reasonably request provided, however, that no such letter or letters will be delivered in connection with the publication or issue of any annual or interim financial statements of the Issuer. In the case of 5.12.1 and 5.12.2 below, such letter or letters shall be provided at the expense of the Issuer and, in the case of 5.12.3 and 5.12.4 below, the expense for the delivery of such letter or letters shall be as agreed between the Issuer and the Relevant Dealer(s). Such letter or letters shall be delivered:

Annual update: before the first issue of Notes occurring after each anniversary of the date of this Agreement;

Material change: at any time that the Base Prospectus shall be amended, supplemented or updated where such amendment or updating concerns or contains financial information relating to the Issuer;

Syndicated issues: at the time of issue of any Tranche which is syndicated amongst a group of institutions; and

By agreement: on such other occasions as a Dealer and the Issuer may agree.

During the period commencing on the date of a Relevant Agreement and ending on the Issue Date (or such other period as may be specified in the Relevant Agreement), the Issuer will not, without the prior consent of the Mandated Dealer (such consent not to be unreasonably withheld or delayed), make:

any public announcement which might reasonably be expected to have an adverse effect on the marketability of the relevant Notes; or

any communication which might reasonably be expected to prejudice the ability of any Relevant Dealer lawfully to offer or sell the Notes in accordance with the provisions set out in Schedule 1 (Selling Restrictions),

save where such announcement is required in order to comply with any laws or regulations applicable to the Issuer or its Subsidiaries in any jurisdiction or the rules or competent authority relating to any stock exchange on which the Issuer’s equity or debt securities (or any derivatives thereof) are listed or traded.

During the period commencing on the date of a Relevant Agreement and ending on the Issue Date (or such other period as may be specified in the Relevant Agreement), the Issuer will not, without the prior consent of the Mandated Dealer (such consent not to

be unreasonably withheld or delayed), issue or agree to issue any other notes, bonds or other debt securities of whatsoever nature outside of the United States of America where such notes, bonds or other debt securities would have the same maturity and currency as the Notes to be issued on the relevant Issue Date and are intended to be admitted to listing, trading and/or quotation by one or more competent authorities, stock exchanges and/or quotation systems.

The Issuer will, at the same time as it is despatched, furnish the Dealers with a copy of every notice of a meeting of the holders of any one or more Series of Notes and which is despatched at the instigation of the Issuer and will notify the Dealers as soon as reasonably practicable upon its becoming aware that a meeting of the holders of any one or more Series of Notes has been convened by holders of such Notes.

In respect of any Tranche of Notes having a maturity of less than one year, the Issuer will issue such Notes only if the following conditions apply (or the Notes can otherwise be issued without contravention of section 19 of the FSMA):

Selling restrictions: each Relevant Dealer represents, warrants and agrees in the terms set out in sub-clause 4.1 of Schedule 1 (Selling Restrictions); and

Minimum denomination: the redemption value of each such Note is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount).

If, in relation to any issue of Notes, in the period from (and including) the date of the Relevant Agreement to (and including) the relevant Issue Date the Issuer publishes a supplement to the Base Prospectus or the relevant Drawdown Prospectus, it shall be unable to repeat the representations and warranties concerning the Base Prospectus or the relevant Drawdown Prospectus in Clause 4.1 (Representations and warranties) in the manner required by Clause 4.2 (Representations and warranties deemed repeated upon issue of Notes) unless the Mandated Dealer (on behalf of any other Dealers party to the Relevant Agreement) agrees otherwise.

directly or indirectly use the proceeds of the offering of the Notes for any purpose which would violate, when and as applicable, US economic sanctions or the US Foreign Corrupt Practices Act of 1977 as amended; or

lend, invest, contribute or otherwise make available the proceeds of the offering of the Notes to or for the benefit of any then-current Sanctions Target.

acknowledges and agrees that no fiduciary or agency relationship between the Issuer and any Dealer has been created in respect of any issue of Notes, irrespective of whether any Dealer has advised or is advising the Issuer on other matters; and

hereby waives any claims that it may have against any Dealer with respect to any breach of fiduciary duty in connection with any issue of Notes.

The Issuer undertakes to each Dealer that if that Dealer or any Indemnified Person incurs any Loss arising out of, in connection with or based on:

Misrepresentation: any inaccuracy or alleged inaccuracy of any representation and warranty by the Issuer in this Agreement or in any Relevant Agreement (on the date of this Agreement or, as the case may be, of any Relevant Agreement or on any other date when it is deemed to be repeated) or otherwise made by the Issuer in respect of any Tranche; or

Breach: any breach or alleged breach by the Issuer of any of its undertakings in this Agreement or in any Relevant Agreement or otherwise made by the Issuer in respect of any Tranche,

the Issuer shall pay to that Dealer on demand an amount equal to such Loss. No Dealer shall have any duty or obligation, whether as fiduciary for any Indemnified Person or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause 6.

Without prejudice to the other rights or remedies of the Issuer, each Dealer severally undertakes with the Issuer that it will hold each relevant Indemnified Person indemnified against any Losses which that Indemnified Person may incur or which may be made against it as a result of or in relation to any breach by the Dealer of the restrictions and agreements contained in Schedule 1 (Selling Restrictions); provided that no Dealer shall be liable hereunder for any Losses arising from the sale by it of any Notes to any person believed in good faith by such Dealer, on reasonable grounds and without actual knowledge on the part of the Dealer to the contrary, to be a person to whom the Notes could be sold in compliance with the provisions of Schedule 1 (Selling Restrictions).

Promptly after receipt by an Indemnified Person of notice of the commencement of any action in respect of which the indemnity contained in Clause 6.1 or 6.2 above relates, such Indemnified Person will, if a claim in respect thereof is to be made against the Issuer or, as the case may be, any Dealer under this clause (the “Indemnifier”), notify each relevant Indemnifier in writing of the commencement thereof; but the omission so

to notify any relevant Indemnifier will not relieve it from any liability which it may have to any relevant Indemnified Person hereunder, (i) unless and except to the extent it did not otherwise learn of such claim and such failure results in the forfeiture by the Indemnifier of substantial rights and defences, or (ii) which it may have otherwise than under this Clause 6.

In case any such action is brought against any Indemnified Person, and it notifies each relevant Indemnifier of the commencement thereof, any relevant Indemnifier will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the relevant Indemnified Person promptly after receiving the aforesaid notice from such relevant Indemnified Person, to assume the defence thereof, with counsel satisfactory to such relevant Indemnified Person; provided, however, that if the defendants in any such action include both the Indemnified Person and any relevant Indemnifier and the Indemnified Person shall have reasonably concluded that there may be legal defences available to it and/or other Indemnified Persons which are different from or are additional to those available to each relevant Indemnifier, the Indemnified Person or Persons shall have the right to select separate counsel to assert its legal defences and to otherwise participate in the defence of such action on behalf of such Indemnified Person or Persons.

Upon receipt of notice from each relevant Indemnifier to such Indemnified Person under this Clause 6.5, no Indemnifier will be liable to the Indemnified Person for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defence thereof, unless:

the Indemnified Person shall have retained separate counsel in connection with the assertion of legal defences in accordance with the proviso in Clause 6.4 above (it being understood, however, that each relevant Indemnifier shall not be liable for the expenses of more than one separate counsel per jurisdiction, approved by the Indemnified Person for representing the Indemnified Person or Persons who are parties to such action);

no relevant Indemnifier shall have retained counsel satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the commencement of the action; or

the relevant Indemnifier (having assumed such defence) fails properly to make such defence;

any relevant Indemnifier has authorised the retention of counsel for the Indemnified Person at the expense of such Indemnifier;

and except that, if sub-clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in sub-clause (i) or (iii).

 

The Indemnifier shall not, without the prior written consent of each Indemnified Person, settle or compromise, or consent to the entry of judgment with respect to, any pending or threatened claim in respect of which it has an obligation to indemnify the

Indemnified Person (irrespective of whether any Indemnified Person is an actual or potential defendant in, or target of, such claim) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person and each of its Related Parties from all liability arising out of the matters which are the subject of such claim. The Indemnifier shall not be liable to pay any amount under this Clause 6 to any Indemnified Person where the relevant claim has been settled or compromised without its prior written consent (which shall not be unreasonably withheld or delayed).

Represents, warrants and undertakes as set out in Schedule 1 (Selling Restrictions).

Agrees that, for these purposes, Schedule 1 (Selling Restrictions) shall be deemed to be modified to the extent (if at all) that any of the provisions set out in Schedule 1 (Selling Restrictions) relating to any specific jurisdiction shall, as a result of change(s) in, or change(s) in official interpretation of, applicable laws and regulations after the date hereof, no longer be applicable.

Agrees that if, in the case of any Tranche of Notes, any of the provisions set out in Schedule 1 (Selling Restrictions) are modified and/or supplemented by provisions of the relevant Final Terms, then, in respect of the Issuer, the Relevant Dealers and that Tranche of Notes only, Schedule 1 (Selling Restrictions) shall further be deemed to be modified and/or supplemented to the extent described in the relevant Final Terms.

Agrees that the provisions of Clauses 7.2 and 7.3 shall be without prejudice to the obligations of the Dealers contained in the paragraph headed “General” in Schedule 1 (Selling Restrictions).

The Principal Paying Agent has, in the Agency Agreement, agreed to act as Calculation Agent in respect of each Series of Notes unless the Dealer (or one of the Dealers) through whom such Notes are issued has agreed with the Issuer to act as Calculation Agent (or the Issuer otherwise agrees to appoint another institution to act as Calculation Agent) in respect of such Notes.

In relation to any Series of Notes in respect of which the Issuer and the Mandated Dealer have agreed that the Mandated Dealer shall act as Calculation Agent and the Mandated Dealer is named as the Calculation Agent in the relevant Final Terms:

Appointment: the Issuer appoints the Mandated Dealer as Calculation Agent in respect of such Series of Notes on the terms of the Agency Agreement (and with the benefit of the provisions thereof) and the Terms and Conditions; and

Acceptance: the Mandated Dealer accepts such appointment and shall perform all matters expressed to be performed by it in, and otherwise comply with, the Terms and Conditions and the provisions of the Agency Agreement.

Subject as provided in Clause 7 (Selling Restrictions), the Issuer hereby authorises each of the Dealers on their behalf to provide or make to actual and potential purchasers of Notes:

Copies of the Base Prospectus, any Drawdown Prospectus and any other documents entered into in relation to the Programme.

Information and representations consistent with the Base Prospectus, any Drawdown Prospectus and any other documents entered into in relation to the Programme and any other documents as the Issuer shall approve in advance for Dealers to use in connection therewith.

Such other documents and additional information as the Issuer shall supply to the Dealers or approve for the Dealers to use or such other information as is in the public domain.

Each of the Dealers agrees that the Arranger has only acted in an administrative capacity to facilitate the establishment and/or maintenance of the Programme and has no responsibility to it for (a) the adequacy, accuracy, completeness or reasonableness of any representation, warranty, undertaking, agreement, statement or information in the Base Prospectus, any Drawdown Prospectus, any Final Terms, this Agreement or any information provided in connection with the Programme or (b) the nature and suitability to it of all legal, tax and accounting matters and all documentation in connection with the Programme or any Tranche.

The Issuer is responsible for payment of the reasonable and proper costs, charges and expenses (and any applicable value added tax):

Professional advisers: of the legal, accountancy and other professional advisers instructed by the Issuer in connection with the establishment and maintenance of the Programme, the preparation of the Base Prospectus, any

Drawdown Prospectus or the issue and sale of any Notes or the compliance by the Issuer with its obligations hereunder or under any Relevant Agreement (including, without limitation, the provision of legal opinions and comfort letters as and when required by the terms of this Agreement or any Relevant Agreement);

Arranger’s advisers: of any legal and other professional advisers instructed by the Arranger in connection with the establishment and maintenance of the Programme;

Legal Documentation: incurred in connection with the preparation and delivery of this Agreement, the Agency Agreement, the Trust Deed, the Programme Manual and any Relevant Agreement and any other documents connected with the Programme or any Notes;

Printing: of and incidental to the setting, proofing, printing and delivery of the Base Prospectus, any Drawdown Prospectus, any Final Terms and any Notes (in global or definitive form) including inspection and authentication;

Listing and trading: incurred at any time in connection with the application for any Notes to be admitted to listing, trading and/or quotation by any competent authorities, stock exchanges and/or quotation systems and the maintenance of any such admission(s);

Advertising: of any advertising agreed upon between the Issuer and the Arranger or the Mandated Dealer; and

All payments in respect of the obligations of the Issuer under this Agreement and each Relevant Agreement shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States of America or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the relevant Dealer of such amounts as would have been received by it if no such withholding or deduction had been required.

The Issuer shall pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable upon or in connection with the establishment of the Programme, the issue, sale or delivery of Notes and the entry into, execution and delivery of this Agreement, the Agency Agreement, the Trust Deed, each Relevant Agreement and each Final Terms and shall

indemnify each Dealer against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur or which may be made against it as a result or arising out of or in relation to any failure to pay or delay in paying any of the same.

All notices and communications hereunder or under any Relevant Agreement shall be made in writing and in English (by letter or fax) and shall be sent to the addressee at the address or fax number specified against its name in Schedule 5 (Notice and Contact Details) to the Programme Manual (or, in the case of a Dealer not originally party hereto, specified by notice to the Issuer and the other Dealers at or about the time of its appointment as a Dealer) and for the attention of the person or department therein specified (or as aforesaid) or, in any case, to such other address or fax number and for the attention of such other person or department as the addressee has by prior notice to the sender specified for the purpose.

Every notice or other communication sent in accordance with Clause 12.1 (Addressee for notices) shall be effective upon receipt by the addressee provided, however, that any such notice or other communication which would otherwise take effect (a) on a day which is not a business day in the place of the addressee or (b) after 4.00 p.m. on any particular day shall not, in either case, take effect until 10.00 a.m. on the immediately succeeding business day in the place of the addressee.

Termination: by thirty days’ notice in writing to any Dealer, terminate this Agreement in relation to such Dealer (but without prejudice to any rights or obligations accrued or incurred on or before the effective date of termination and in particular but without limitation the validity of any Relevant Agreement); and/or

New Dealer: at any time nominate any institution as a new Dealer hereunder in respect of the Programme, in which event, upon the confirmation by such institution of a letter in the terms or substantially in the terms set out in Schedule 4 (Form of Dealer Accession Letter) to the Programme Manual or on any other terms acceptable to the Issuer and such institution, such institution shall (subject to the terms of such Dealer’s confirmation) become a party hereto with all the authority, rights, powers, duties and obligations of a Dealer as if originally named as a Dealer hereunder; and/or

Dealer for a day: nominate any institution as a new Dealer hereunder only in relation to a particular Tranche, in which event, upon the confirmation by

such institution of a letter in the terms or substantially in the terms set out in Schedule 4 (Form of Dealer Accession Letter) to the Programme Manual or pursuant to an agreement in or substantially in the form of Schedule 3 (Pro Forma Subscription Agreement) or on any other terms acceptable to the Issuer and such institution, such institution shall (subject to the terms of such Dealer’s confirmation) become a party hereto with all the authority, rights, powers, duties and obligations of a Dealer as if originally named as a Dealer hereunder provided that:

such authority, rights, powers, duties and obligations shall extend to the relevant Tranche only; and

following the issue of the Notes of the relevant Tranche, the relevant new Dealer shall have no further authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to, or in connection with, the issue of the relevant Tranche.

Any Dealer may, by thirty days’ written notice to the Issuer, resign as a Dealer under this Agreement (but without prejudice to any rights or obligations accrued or incurred on or before the effective date of resignation and in particular the validity of any Relevant Agreement).

The Issuer will notify existing Dealers appointed generally in respect of the Programme and the Principal Paying Agent of any change in the identity of other Dealers appointed generally in respect of the Programme as soon as reasonably practicable thereafter.

This Agreement shall be binding upon and shall inure for the benefit of the Issuer and the Dealers and their respective successors and permitted assigns.

The Issuer may not assign its rights or transfer its obligations under this Agreement or any Relevant Agreement, in whole or in part, without the prior written consent of each of the Dealers or, as the case may be, the Relevant Dealer(s) (such consent not to be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be void.

No Dealer may assign any of its rights or delegate or transfer any of its obligations under this Agreement or any Relevant Agreement, in whole or in part, without the prior written consent of the Issuer and any purported assignment or transfer without such consent shall be void, except for an assignment and transfer of all of a Dealer’s rights and obligations hereunder in whatever form such Dealer determines may be appropriate to a partnership, corporation, trust or other organisation in whatever form

that may succeed to, or to which the Dealer transfers, all or substantially all of such Dealer’s assets and business and that assumes such obligations by contract, operation of law or otherwise. Upon any such transfer and assumption of obligations, such Dealer shall be relieved of, and fully discharged from, all obligations hereunder and any Relevant Agreement, whether such obligations arose before or after such transfer and assumption.

Any amount received or recovered by a Dealer from the Issuer in a currency other than that in which the relevant payment is expressed to be due (the “Contractual Currency”) as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction or otherwise in respect of any sum due to it from the Issuer in connection with this Agreement, shall only constitute a discharge to the Dealer to the extent of the amount in the Contractual Currency which such Dealer is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If any amount referred to in Clause 15.1 (Non-contractual currency) received or recovered by a Dealer is less than the amount in the Contractual Currency expressed to be due to such Dealer under this Agreement, the Issuer shall indemnify such Dealer against any loss sustained by such Dealer as a result. In any event, the Issuer shall indemnify such Dealer against any cost of making such purchase which is reasonably incurred.

The indemnities referred to in Clause 15.2 (Indemnities) constitute a separate and independent obligation from the Issuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Dealer and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due in connection with this Agreement or any judgment or order. Any such loss aforesaid shall be deemed to constitute a loss suffered by the relevant Dealer and no proof or evidence of any actual loss will be required by the Issuer.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”), arising out of or in connection with this Agreement (including a dispute relating to the

existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) or the consequences of its nullity.

The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Hunton & Williams at 30 St. Mary Axe, London EC3A 8EP or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of any Dealer addressed to the Issuer and delivered to the Issuer, appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Dealer shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer. Nothing in this paragraph shall affect the right of any Dealer to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Any party may enter into this Agreement by signing any such counterpart.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

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