Common use of AGREEMENTS TO ISSUE AND PURCHASE NOTES Clause in Contracts

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final TermsPricing Supplement, to be issued and delivered on the agreed Issue Date in the case of a Global Note to (i) if the Notes are CGNs, a common depositary or (ii) or, if the Notes are NGNsheld under the NSS, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on Luxembourg, as specified in the agreed Issue Dateapplicable Pricing Supplement; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Fiscal Agent (in the case of Notes issued on a non-syndicated non‑syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Fiscal Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to or to the designated account order of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer and the Guarantor shall enter into a Subscription Agreement with those Dealers. The Issuer and the Guarantor may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Each of the Issuer and the Guarantor acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) the securities account of the relevant Lead Manager Dealer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- non-syndicated basis) so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Signing Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annexe A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annexe A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, NotesNotes the terms of which will be set out in applicable Final Terms which will be read in conjunction with the Prospectus and, in relation to a Rule 144A Tranche, the Pricing Term Sheet. 2.2 Unless otherwise agreed between the parties, on On each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Ordinary Notes: (a) , the Issuer shall, except for VPS Notes, shall cause the Notes, such Ordinary Notes (which shall be initially represented by a Temporary Bearer Global Note or by a Permanent Reg. S Global Note, a Restricted Global Note and/or by Definitive Registered Notes, as indicated the case may be, denominated in the applicable Final Terms, relevant currency) to be issued and delivered on the agreed Issue Date to Date: (a) in the case of a Temporary Bearer Global Note, (i) if the such Notes are CGNs, to a common depositary or (ii) if the such Notes are NGNs, a common safekeepersafekeeper in each case for Euroclear and Clearstream, Luxembourg; (b) in the case of a Reg. S Global Note to a common depositary or, if Notes are held under the NSS, common safekeeper in each case for Euroclear and Clearstream, Luxembourg on or in the agreed Issue Date;case of a Restricted Global Note, to a custodian for DTC; and (c) in the case of Definitive Registered Notes, to or to the order of the holders thereof. In the case of sub-clauses (a) and (b) above, the Issuer shall cause the securities account of the relevant Lead Manager such Dealer (in the case of Ordinary Notes issued on a syndicated basis) or the Agent (in the case of Ordinary Notes issued on a non-syndicated basis) with Euroclear and/or with Clearstream, Luxembourg or with DTC (as specified by the relevant Lead Manager such Dealer or the Principal Paying Agent, as the case may be) will to be credited with the such Notes on the agreed relevant Issue Date, as described in the Procedures Memorandum; and (c) the relevant Date and such Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys subscription monies for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant cash account(s) of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg and/or DTC so that the such payment is credited to that account such account(s) for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created credited in uncertificated book entry form in to the relevant account in Euronext the VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealersuch Dealers, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes: (a) in the case of a Regulation S Tranche, shall be joint and several; and (b) in the case of a Rule 144A Tranche, shall be several and not joint. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue (other than an issue of a Rule 144A Tranche) shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied Agreement Date in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any an issue of Notes a Rule 144A Tranche shall be the date of the relevant Time of Sale. In connection with the offer and sale of a Rule 144A Tranche, except as otherwise provided below, (i) the Issuer will prepare Preliminary Final Terms and cause such Preliminary Final Terms to be delivered to prospective purchasers of the Notes; (ii) the Issuer will prepare a Pricing Term Sheet at or prior to the Time of Sale (as defined in respect the relevant Subscription Agreement), which Pricing Term Sheet will include pricing and other necessary information and shall be attached, or shall be deemed to be attached to the relevant Subscription Agreement; (iii) a Pricing Term Sheet will be made available by the applicable Dealers, or will be otherwise conveyed to the purchasers of which particular lawssuch Notes, guidelines, regulations, restrictions at or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time prior to time.the Time of Sale;

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on On each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more NotesNotes by such Dealer: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes (which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated unless otherwise specified in the applicable Final Terms, ) to be issued and delivered on the agreed Issue Date to (i) delivered: if the Notes are CGNsnot NGNs, to a common depositary or (ii) or, if the Notes are NGNs, to a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) so that the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basisaccount(s) with Euroclear and/or with Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may besuch Dealer) will be is/are credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (cb) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated relevant account of the Issuer Agent for payment by the Agent to the Issuer, or (in the case of Notes issued on a syndicated basisissues) or the Agent (in the case of Notes issued on a non- syndicated basis) Issuer with Euroclear and/or Clearstream, Luxembourg so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant DealerDealers, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out in, in Part 1 of Annex 1 to the Procedures Memorandum, as varied from time to time by agreement between the Issuer, the relevant Dealer and the Agent. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be , as varied in respect of any issue from time to time by agreement between the parties to that issueIssuer, the relevant Lead Manager and the Agent. 2.6 The Issuer acknowledges that any Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may (including on the date hereof, without limitation, Yen and Sterling) will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. Without prejudice to the generality of the foregoing: (a) Notes denominated in Yen or in respect of which amounts are payable in Yen will only be issued in compliance with applicable Japanese laws, regulations, guidelines and policies. The Issuer or the relevant Dealer(s)/Lead Manager on behalf of the Issuer will in relation to any issue of Notes denominated in Yen with a nominal amount equal to or greater than ¥10,000,000,000 report to the Ministry of Finance of Japan details of that issue of Notes in the form from time to time required by the Ministry of Finance of Japan prior to the pre-closing of the issue or, if earlier, prior to public announcement, if any, of the issue. The Issuer or its designated agent shall submit such reports or information as may be required from time to time by applicable laws, regulations and guidelines promulgated by Japanese authorities in the case of the issue and purchase of such Notes. (b) In relation to each issue of Notes denominated in Sterling, the Issuer will comply with all applicable laws and regulations (as amended from time to time) of United Kingdom authorities and relevant in the context of the issue of such Notes. The restrictions set out in Clauses (a) to (b) above in relation to the currencies mentioned in such Clauses shall only apply insofar as they are consistent with the relevant regulations of the appropriate regulatory bodies or necessary to comply with applicable laws, guidelines, regulations, restrictions or reporting requirements from time to time. On each occasion when any such regulatory body amends or introduces any relevant regulation, the restrictions above shall be deemed to be amended accordingly.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated and dematerialised book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, or applicable Pricing Supplement, as the case may be to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds or to the designated account order of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures MemorandumMemorandum or any closing memorandum prepared in connection with the issue of the Notes. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext the VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, in Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) or the Agent (in designated account of the case of Notes issued on a non- syndicated basis) Issuer with Euroclear and/or Clearstream, Luxembourg so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, any Issuer and the Issuer Guarantor may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on (2) On each occasion on upon which an Issuer, the Issuer Guarantor and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more NotesNotes by such Dealer: (a) the relevant Issuer shall, except for VPS Notes, shall cause the Notes, such Notes (which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, ) to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) so that the securities account account(s) of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) such Dealer with Euroclear and/or with Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may besuch Dealer) will be is/are credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (cb) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant cash account(s) of the Issuer Agent with Euroclear and/or Clearstream, Luxembourg or (in the case of Notes issued on a syndicated basisissues) or the Agent (in relevant account of the case of Notes issued on a non- syndicated basis) relevant Issuer so that the such payment is credited to that account such account(s) for value on the relevant agreed Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes. (3) Unless otherwise agreed, the Issuer shall cause such Notes to be created in uncertificated book entry form procedures which the parties must apply for the purposes of subclause (2) are set out in the relevant account in Euronext VPS. 2.3 Procedures Memorandum. Unless otherwise agreed between the relevant Issuer and the relevant DealerDealers, where more than one Dealer has agreed with the relevant Issuer to purchase a particular Tranche issue of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the relevant Issuer agrees and the Guarantor agree with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and the Guarantor shall enter into a Subscription Agreement with those such Dealers. The Issuer and the Guarantor may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any (5) Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to timerequirements.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager Dealer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- non-syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer and the Guarantors shall enter into a Subscription Agreement with those Dealers. The Issuer and the Guarantors may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Each of the Issuer and the Guarantors acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, each Issuer and in the Issuer case of an issue by RF, RF and RG may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which an Issuer and in the Issuer case of an issue by RF, RF and RG and any Dealer agree on the terms of the issue by the such Issuer and purchase by the such Dealer of one or more Notes: (a) the such Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final TermsPricing Supplement, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) or the Agent (in the case designated account of Notes issued on a non- syndicated basis) such Issuer with Euroclear and/or Clearstream, Luxembourg so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the relevant Issuer and in the case of an issue by RF, RF and RG and the relevant DealerDealers, where more than one Dealer has agreed with the relevant Issuer and in the case of an issue by RF, RF and RG to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the relevant Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and the Guarantor (if applicable) shall enter into a Subscription Agreement with those such Dealers. The relevant Issuer and the Guarantor (if applicable) may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each Issuer acknowledges and agrees that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions restrictions, Directives, consents, approvals or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. (7) Each Dealer acknowledges that each Issuer may sell Notes issued under the Programme to any institution which has not become a Dealer pursuant to clause 11. Each Issuer, and in the case of an issue by RF, the Guarantor hereby undertake to each of the Dealers that it will, in relation to any such sales, comply with the restrictions and agreements set out in Appendix B hereto as if it were a Dealer. (8) The relevant Issuer will procure that any Dealer may at any time obtain from the Agent details of the outstanding principal amount of Notes of any Series issued by it in relation to which such Dealer is a relevant Dealer. (9) Time shall be of the essence of any agreement reached pursuant to this clause 2.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the an Issuer and any Dealer and/or Lead Manager agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, which which, in the case of Bearer Notes, shall be initially represented by a Temporary Bearer Global Note, a Permanent Bearer Global Note or a Permanent Swiss Global Note and, in the case of Registered Notes, shall be initially represented by a Registered Global Note, and, in the case of Uncertificated Notes, shall be issued in uncertificated form, as indicated in the applicable Final Terms, to be issued and delivered on and, in the agreed Issue Date to case of Uncertificated Notes, entered into: (i) in the case of a Temporary Bearer Global Note or a Permanent Bearer Global Note, if the Notes are CGNs, to a common depositary or (ii) or, if the Notes are NGNs, to a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; or (ii) in the case of a Swiss Global Note, to the Swiss Agent for subsequent deposit with the Intermediary on or prior to the Issue Date; or (iii) in the case of a Registered Global Note to a common depositary for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; or (iv) in the case of an Uncertificated Note, the main register (Hauptregister) of the Intermediary on or prior to the Issue Date; (b) in the case of a Temporary Bearer Global Note, a Permanent Bearer Global Note or a Registered Global Note, the securities account of the relevant Lead Manager Dealer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager Dealer or the Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and; (c) in the case of a Temporary Bearer Global Note, a Permanent Bearer Global Note or a Registered Global Note, the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer (in the case of Notes issued on a syndicated basis) or to the designated account of the Agent (in the case of Notes issued on a non- non-syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In ; (d) in the case of VPS a Swiss Global Note, the Notes will be delivered to the Swiss Agent for subsequent deposit with the Intermediary and the securities accounts of the relevant Dealer or Lead Manager will be credited with the Notes, in accordance with customary practice in the Swiss market; and (e) in the case of Uncertificated Notes, the Issuer shall cause such Notes will be entered into the main register (Hauptregister) of the Intermediary on or prior to be created in uncertificated book entry form in the Issue Date and credited to the securities accounts of the relevant account in Euronext VPSDealer or Lead Manager. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The In the case of Notes (other than in the case of Swiss Notes), the procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The In the case of Notes (other than Swiss Notes), the procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS shall cause such Notes which in the case of Bearer Notes, cause the Notes, which shall be initially represented by a Temporary Bearer Global Note or a Permanent Bearer Global Note, and, in the case of Registered Notes, shall be initially represented by a Regulation S Global Note or a Rule 144A Global Note as indicated in the applicable Final TermsPricing Supplement, to be issued and delivered on the agreed Issue Date to delivered: (i) if in the Notes are CGNs, case of a Temporary Bearer Global Note or a Permanent Bearer Global Note to a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on Luxembourg; and (ii) in the agreed Issue Datecase of a Regulation S Global Note or a Rule 144A Global Note, to a custodian for DTC (in the case of a Regulation S Global Note prior to the expiry of the Distribution Compliance Period, for the account of Euroclear or Clearstream, Luxembourg); (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg and/or DTC (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) the designated account of: (i) in the case of Bearer Notes, the Principal Paying Agent or the Agent (in the case of Notes issued on a non- syndicated basisissues) the designated account of the Issuer with Euroclear and/or Clearstream, Luxembourg; or (ii) in the case of Registered Notes, the Closing Bank, so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be several and not joint in relation to the purchase of Rule 144A Notes and joint and severalseveral in any other event. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer Issuer, PT and PTC shall enter into a Subscription Agreement with those such Dealers. The Issuer Issuer, PT and PTC may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 1A (in the case of Annex 1 to Bearer Notes) and Part 1B (in the case of Registered Notes) of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 2A (in the case of Annex 1 to Bearer Notes) and Part 2B (in the case of Registered Notes) of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. (7) Each Dealer acknowledges that the Issuer may, subject to compliance with applicable laws or selling restrictions, sell Notes issued under the Programme to any institution which has become a Dealer pursuant to clause 11.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the an Issuer and any Dealer and/or Lead Manager agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, which which, in the case of Bearer Notes, shall be initially represented by a Temporary Bearer Global Note, a Permanent Bearer Global Note or a Permanent Swiss Global Note and, in the case of Registered Notes, shall be initially represented by a Registered Global Note, and, in the case of Uncertificated Notes, shall be issued in uncertificated form, as indicated in the applicable Final Terms, to be issued and delivered on and, in the agreed Issue Date to case of Uncertificated Notes, entered into: (i) in the case of a Temporary Bearer Global Note or a Permanent Bearer Global Note, if the Notes are CGNs, to a common depositary or (ii) or, if the Notes are NGNs, to a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; or (ii) in the case of a Swiss Global Note, to the Swiss Agent for subsequent deposit with the Intermediary on or prior to the Issue Date; or (iii) in the case of a Registered Global Note to a common depositary for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; or (iv) in the case of an Uncertificated Note, the main register (Hauptregister) of the Intermediary on or prior to the Issue Date; (b) in the case of a Temporary Bearer Global Note, a Permanent Bearer Global Note or a Registered Global Note, the securities account of the relevant Lead Manager Dealer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager Dealer or the Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and; (c) in the case of a Temporary Bearer Global Note, a Permanent Bearer Global Note or a Registered Global Note, the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer (in the case of Notes issued on a syndicated basis) or to the designated account of the Agent (in the case of Notes issued on a non- non-syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In ; (d) in the case of VPS a Swiss Global Note, the Notes will be delivered to the Swiss Agent for subsequent deposit with the Intermediary and the securities accounts of the relevant Dealer or Lead Manager will be credited with the Notes, in accordance with customary practice in the Swiss market; and (e) in the case of Uncertificated Notes, the Issuer shall cause such Notes will be entered into the main register (Hauptregister) of the Intermediary on or prior to be created in uncertificated book entry form in the Issue Date and credited to the securities accounts of the relevant account in Euronext VPSDealer or Lead Manager. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The In the case of Notes (other than in the case of an issue of Notes represented on issue by a Swiss Global Note or of Uncertificated Notes), the procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The In the case of Notes (other than in the case of Notes represented on issue by a Swiss Global Note or of Uncertificated Notes), the procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on On each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) 2.2.1 the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes (which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, ) to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and and/or Clearstream, Luxembourg on the agreed Issue Date; (b) so that the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basisaccount(s) with Euroclear and/or with Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may besuch Dealer) will be is/are credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) 2.2.2 the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant account(s) of the Issuer Agent with Euroclear and/or Clearstream, Luxembourg or (in the case of Notes issued on a syndicated basisissues) or the Agent (in relevant account of the case of Notes issued on a non- syndicated basis) Issuer so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealersuch Dealers, where more than one Dealer has agreed with the an Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out in, in Part 1 of Annex 1 to Annexe A of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Part 2 of Annex 1 to Annexe A of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any Any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may (including on the date hereof, without limitation, Yen and Sterling) will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. Without prejudice to the generality of the foregoing: 2.6.1 The Issuer will ensure that Yen Notes will only be issued in compliance with applicable Japanese laws, regulations, guidelines and policies. The Issuer or its designated agent shall submit such reports or information as may be required from time to time by applicable laws, regulations and guidelines promulgated by Japanese authorities in the case of Yen Notes. Each Dealer agrees to provide any necessary information relating to Yen Notes to the Issuer (which shall not include the names of clients) so that the Issuer may make any required reports to the Japanese Ministry of Finance through its designated agent. 2.6.2 In relation to each issue of Notes in respect of which the proceeds of issue are accepted by the Issuer in the United Kingdom, the Issuer will comply with all applicable laws and regulations (as amended from time to time) of United Kingdom authorities and relevant in the context of the issue of such Notes, and shall submit (or procure the submission on its behalf of) such reports or information as may from time to time be required for compliance with such laws and regulations. The Issuer shall ensure that such Notes shall have the maturities and denominations as required by such laws and regulations. The restrictions set out in sub-clause 2.6.1 and 2.6.2 above in relation to the currencies mentioned in such sub-clauses shall only apply insofar as they are consistent with the relevant regulations of the appropriate regulatory bodies or are necessary to comply with applicable laws, guidelines, regulations, restrictions or reporting requirements from time to time. On each occasion when any such regulatory body amends or introduces any relevant regulation, the restrictions above shall be deemed to be amended accordingly.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (a) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (b) Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (ai) the Issuer shall, except for VPS Notes, shall cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, Terms to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (bii) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beManager) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (ciii) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to or to the designated account order of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In Memorandum or any closing memorandum prepared in connection with the case issue of VPS the Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (c) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clauseClause, the obligations of those Dealers shall be joint and several. 2.4 (d) Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer and the Guarantor shall enter into a Subscription Agreement with those Dealers. The Issuer and the Guarantor may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 (e) The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Schedule 1, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Schedule 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (f) Each of the Issuer and the Guarantor acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time. (g) Each Dealer acknowledges that the Issuer may sell Notes issued under the Programme to any institution which has not become a Dealer pursuant to Clause 12. The Issuer undertakes to each of the Dealers that it will, in relation to any such sales, comply with the restrictions and agreements set out in Schedule 2 as if it were a Dealer.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any such Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on (2) On each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more NotesNotes by such Dealer: (a) the Issuer shall, except for VPS Notesin accordance with the provisions of the Procedures Memorandum, cause the Notes, such Notes (which shall may be initially represented by a Temporary Bearer Global Note or by a Permanent Reg. S Global Note or by a Restricted Global Note or by a Definitive Registered Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may be) to be issued and delivered: (i) in the case of a Temporary Bearer Global Note to a common depositary for Euroclear and Clearstream, Luxembourg; (ii) in the case of a Reg. S Global Note or Restricted Global Note, to a custodian for DTC; and (iii) in the case of a Definitive Registered Note to or to the order of the holders thereof. In the case of (i) and (ii) above, the securities account(s) of such Dealer with Euroclear and/or Clearstream, Luxembourg or with DTC (as specified by such Dealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (cb) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject (where applicable) to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated relevant account of the Issuer Agent, or (in the case of Notes issued on a syndicated basisissues) or the Agent (in the case of Notes issued on a non- syndicated basis) Issuer, with Euroclear and/or Clearstream, Luxembourg and/or DTC so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, : (i) where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers to purchase such Notes shall be joint and several.; and (ii) the relevant Dealer(s) will be assumed to be purchasing the Notes as principal for its own account, and not as agent. -------------------------------------------------------------------------------- 11 -------------------------------------------------------------------------------- 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer and the Guarantor shall enter into a Subscription Syndication Agreement with those Dealers. The Issuer such Dealers which the Programme Dealers agree shall be supplemental to this Agreement (notwithstanding that some or all of the Programme Dealers may also enter into not be a Subscription Agreement with one Dealer onlyparty thereto). For the avoidance of doubt, the Agreement Date in respect of any such an issue shall be the date on upon which the Subscription Syndication Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis issues are set out in, in Part 1 of Annex 1 to the Procedures Memorandum, as varied from time to time by agreement between the Issuer, the relevant Dealer and the Agent. The procedures which the parties intend should apply for the purposes of syndicated issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be , as varied in respect of any issue from time to time by agreement between the parties to that issueIssuer, the relevant Lead Manager and the Agent. 2.6 (6) The Issuer acknowledges agrees that any each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may (including on the date hereof, without limitation, Swiss francs, yen, Sterling and U.S. dollars) will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. Without prejudice to the generality of the foregoing (and on the basis that the provisions of paragraphs (a) to (d) below shall only apply to the extent necessary to comply with applicable laws, guidelines, regulations, restrictions or reporting requirements from time to time): (a) each public issue of Notes denominated in Swiss francs or carrying a Swiss franc related element with a maturity of more than one year (other than Notes privately placed with a single investor with no publicity) will be effected in compliance with the relevant regulations of the Swiss National Bank based on article 7 of the Federal Law on Banks and Savings Banks of 1934 (as amended) and article 15 of the Federal Law on Stock Exchanges and Securities Trading of March 24, 1995 in connection with article 2, paragraph 2 of the Ordinance of the Federal Banking Commission on Stock Exchanges and Securities Trading of June 25, 1997. Under the said regulations, the relevant Dealer or, in the case of a syndicated issue, the lead manager (the "Swiss Dealer") must be a bank domiciled in Switzerland (which includes branches or subsidiaries of a foreign bank located in Switzerland) or a securities dealer duly licensed by the Swiss Federal Banking Commission pursuant to the Federal Law on Stock Exchanges and Securities Trading of March 24, 1995. The Swiss Dealer must report certain details of the relevant transaction to the Swiss National Bank no later than the relevant issue date for such a transaction; (b) the Issuer will ensure that Notes denominated in yen or in respect of which amounts are payable in yen will only be issued in compliance with applicable Japanese laws, regulations, guidelines and policies. The Issuer or its designated agent shall submit such reports or information as may be required from time to time by applicable laws, regulations and guidelines promulgated by Japanese authorities in the case of the issue and purchase of such Notes; (c) each issue of Notes denominated in Sterling will be made in accordance with all applicable laws and regulations including, without limitation, any applicable requirements from time to time of the Bank of England. The Issuer will, in relation to Notes denominated in Sterling, comply with all applicable laws, regulations and guidelines (as amended from time to time) of United Kingdom authorities, including without limitation Article 9 of the Financial Services and Markets Act 2000 -------------------------------------------------------------------------------- 12 -------------------------------------------------------------------------------- (Regulated Activities) Order 2001 (Sums received in consideration for the issue of debt securities), which are relevant in the context of the issue of such Notes, and shall submit (or procure the submission on its behalf of) such reports or information as may from time to time be required for compliance with such laws, regulations and guidelines. The Issuer shall ensure that, where applicable, such Notes shall have the maturities and denominations which satisfy the requirements of such laws, regulations and guidelines from time to time. Issues of Notes having a maturity of less than one year from the date of issue will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in Section 19 of the Financial Services and Markets Act 2000 (the "FSMA") unless they are issued to a limited class of professional investors and have a denomination of at least (pound)100,000 or its equivalent (see "Subscription and Sale and Transfer Restrictions" below); and (d) the minimum denomination of each Bearer Note with a maturity of not more than 183 days from the date of issue will be U.S.$500,000 or its equivalent in other Specified Currencies at thedate of issue.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the either Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on (2) On each occasion on upon which the an Issuer and any Dealer agree on the terms of the issue by the such Issuer and purchase by the such Dealer of one or more Notes: (a) the such Issuer shall, except for VPS Notes, shall cause the Notes, such Notes (which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, ) to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) Cedelbank so that the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basisaccount(s) with Euroclear and/or Clearstream, Luxembourg with Cedelbank (as specified by the relevant Lead Manager or the Agent, as the case may besuch Dealer) will be is/are credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (cb) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant account(s) of the Issuer Agent with Euroclear and/or Cedelbank or (in the case of Notes issued on a syndicated basisissues) or the Agent (in the case relevant account of Notes issued on a non- syndicated basis) such Issuer so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the relevant Issuer and the relevant Dealersuch Dealers, where more than one Dealer has agreed with the an Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the an Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, such Issuer and CCE (where the relevant Issuer is CCE GB) shall enter into a Subscription Agreement with those such Dealers. The relevant Issuer and CCE (where the relevant Issuer is CCE GB) may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out in, in Part 1 of Annex 1 to Annexe A of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Part 2 of Annex 1 to Annexe A of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any (6) Any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may (including on the date hereof, without limitation, Swiss francs, Yen, French francs and Sterling) will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. Without prejudice to the generality of the foregoing: (a) Issues of Notes denominated in Swiss francs or carrying a Swiss franc related element with a maturity of more than one year (other than Notes privately placed with a single investor with no publicity) will be effected in compliance with the relevant regulations of the Swiss National Bank based on article 7 of the Federal Law on Banks and Savings Banks of 8th November, 1934 (as amended) and article 15 of the Federal Law on Stock Exchanges and Securities Trading of 24th March, 1995 in connection with article 2, paragraph 2 of the Ordinance of the Federal Banking Commission on Stock Exchanges and Securities Trading on 2nd December, 1996. Under the said regulations, the relevant Dealer or, in the case of a syndicated issue, the Lead Manager (the “Swiss Dealer”), must be a bank domiciled in Switzerland (which includes branches or subsidiaries of a foreign bank located in Switzerland) or a securities dealer duly licensed by the Swiss Federal Banking Commission pursuant to the Federal Law on Stock Exchanges and Securities Trading of 24th March, 1995. The Swiss Dealer must report certain details of the relevant transaction to the Swiss National Bank no later than the Issue Date of the relevant Notes. (b) The Obligors will ensure that Yen Notes will only be issued in compliance with applicable Japanese laws, regulations, guidelines and policies. The Obligors or their designated agents shall submit such reports or information as may be required from time to time by applicable laws, regulations and guidelines promulgated by Japanese authorities in the case of Yen Notes. Each Dealer agrees to provide any necessary information relating to Yen Notes to the Obligors (which shall not include the names of clients) so that the Obligors may make any required reports to the Japanese Ministry of Finance through its designated agent. (c) In respect of Notes denominated in French francs or euro that are issued as an xxxxx public à l’épargne in France, the Dealers, CCE and CCE GB undertake to comply with the guidelines provided by the letter dated 1st October, 1998 from the French Ministry of the Economy, Finance and Industry to the Président of the Association Françaises des Establissements de Crédit et des Entreprises d’Investissement. (d) In relation to each issue of Notes in respect of which the proceeds of issue are accepted by the relevant Issuer in the United Kingdom. The Obligors will comply with all applicable laws and regulations (as amended from time to time) of United Kingdom authorities and relevant in the context of the issue of such Notes, and shall submit (or procure the submission on its behalf of) such reports or information as may from time to time be required for compliance with such laws and regulations. The relevant Issuer shall ensure that such Notes shall have the maturities and denominations as required by such laws and regulations. In particular, in relation to Notes which are to fall under the Banking Act (Exempt Transactions) Regulations 1997, the Obligors undertake to comply with the terms of such Regulations and to ensure that any Notes which are to fall thereunder are only issued in compliance with the terms thereof. The restrictions set out in sub-clause (a) to (d) above in relation to the currencies mentioned in such sub-clauses shall only apply insofar as they are consistent with the relevant regulations of the appropriate regulatory bodies or are necessary to comply with applicable laws, guidelines, regulations, restrictions or reporting requirements from time to time. On each occasion when any such regulatory body amends or introduces any relevant regulation, the restrictions above shall be deemed to be amended accordingly.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final TermsPricing Supplement, to be issued and delivered on the agreed Issue Date in the case of a Global Note to (i) if the Notes are CGNs, a common depositary or (ii) or, if the Notes are NGNsheld under the NSS, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on Luxembourg, as specified in the agreed Issue Dateapplicable Pricing Supplement; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Fiscal Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Fiscal Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to or to the designated account order of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer and the Guarantor shall enter into a Subscription Agreement with those Dealers. The Issuer and the Guarantor may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Each of the Issuer and the Guarantor acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, any Issuer and the Issuer Guarantor may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on On each occasion on upon which an Issuer, the Issuer Guarantor and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more NotesNotes by such Dealer: (a) the relevant Issuer shall, except for VPS Notes, shall cause the Notes, such Notes (which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, ) to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) so that the securities account account(s) of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) such Dealer with Euroclear and/or with Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may besuch Dealer) will be is/are credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (cb) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant cash account(s) of the Issuer Agent with Euroclear and/or Clearstream, Luxembourg or (in the case of Notes issued on a syndicated basisissues) or the Agent (in relevant account of the case of Notes issued on a non- syndicated basis) relevant Issuer so that the such payment is credited to that account such account(s) for value on the relevant agreed Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed, the procedures which the parties must apply for the purposes of subclause 2.2 are set out in the Procedures Memorandum. Unless otherwise agreed between the relevant Issuer and the relevant DealerDealers, where more than one Dealer has agreed with the relevant Issuer to purchase a particular Tranche issue of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 Where the relevant Issuer agrees and the Guarantor agree with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and the Guarantor shall enter into a Subscription Agreement with those such Dealers. The Issuer and the Guarantor may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to timerequirements.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as more fully described in the Procedures Memorandum; and (c) the relevant Dealer orDealer, Lead Manager or the Agent, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the such payment is credited to that such account for value on the relevant such Issue Date, as more fully described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Signing Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annexe A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annexe A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS shall cause such Notes which in the case of Bearer Notes, cause the Notes, which shall be initially represented by a Temporary Bearer Global Note or a Permanent Bearer Global Note, and, in the case of Registered Notes, shall be initially represented by a Regulation S Global Note as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to delivered: (i) if in the Notes are CGNs, case of a Temporary Bearer Global Note or a Permanent Bearer Global Note that is a CGN to a common depositary or (ii) if the Notes are NGNs, it is a NGN to a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on Luxembourg; and (ii) in the agreed Issue Date;case of a Regulation S Global Note to a common depositary or, if Notes are held under the NSS, common safekeeper in each case for the account of Euroclear or Clearstream, Luxembourg. (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) the designated account of: (i) in the case of Bearer Notes, the Principal Paying Agent or the Agent (in the case of Notes issued on a non- syndicated basisissues) the designated account of the Issuer with Euroclear and/or Clearstream, Luxembourg; or (ii) in the case of Registered Notes, the Closing Bank, so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer Issuer, PT and PTC shall enter into a Subscription Agreement with those such Dealers. The Issuer Issuer, PT and PTC may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 1A (in the case of Annex 1 to Bearer Notes) and Part 1B (in the case of Registered Notes) of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 2A (in the case of Annex 1 to Bearer Notes) and Part 2B (in the case of Registered Notes) of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. (7) Each Dealer acknowledges that the Issuer may, subject to compliance with applicable laws or selling restrictions, sell Notes issued under the Programme to any institution which has become a Dealer pursuant to clause 11.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. ‌ 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, NotesNotes the terms of which will be set out in applicable Final Terms which will be read in conjunction with the Prospectus and, in relation to a Rule 144A Tranche, the Pricing Term Sheet. 2.2 Unless otherwise agreed between the parties, on On each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Ordinary Notes: (a) , the Issuer shall, except for VPS Notes, shall cause the Notes, such Ordinary Notes (which shall be initially represented by a Temporary Bearer Global Note or by a Permanent Reg. S Global Note, a Restricted Global Note and/or by Definitive Registered Notes, as indicated the case may be, denominated in the applicable Final Terms, relevant currency) to be issued and delivered on the agreed Issue Date to Date: (a) in the case of a Temporary Bearer Global Note, (i) if the such Notes are CGNs, to a common depositary or (ii) if the such Notes are NGNs, a common safekeepersafekeeper in each case for Euroclear and Clearstream, Luxembourg; (b) in the case of a Reg. S Global Note to a common depositary or, if Notes are held under the NSS, common safekeeper in each case for Euroclear and Clearstream, Luxembourg on or in the agreed Issue Date;case of a Restricted Global Note, to a custodian for DTC; and (c) in the case of Definitive Registered Notes, to or to the order of the holders thereof. In the case of sub-clauses (a) and (b) above, the Issuer shall cause the securities account of the relevant Lead Manager such Dealer (in the case of Ordinary Notes issued on a syndicated basis) or the Agent (in the case of Ordinary Notes issued on a non-syndicated basis) with Euroclear and/or with Clearstream, Luxembourg or with DTC (as specified by the relevant Lead Manager such Dealer or the Principal Paying Agent, as the case may be) will to be credited with the such Notes on the agreed relevant Issue Date, as described in the Procedures Memorandum; and (c) the relevant Date and such Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys subscription monies for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant cash account(s) of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg and/or DTC so that the such payment is credited to that account such account(s) for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created credited in uncertificated book entry form in to the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealersuch Dealers, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes:‌ (a) in the case of a Regulation S Tranche, shall be joint and several; and (b) in the case of a Rule 144A Tranche, shall be several and not joint. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue (other than an issue of a Rule 144A Tranche) shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied Agreement Date in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any an issue of Notes a Rule 144A Tranche shall be the date of the relevant Time of Sale. In connection with the offer and sale of a Rule 144A Tranche, except as otherwise provided below, (i) the Issuer will prepare Preliminary Final Terms and cause such Preliminary Final Terms to be delivered to prospective purchasers of the Notes; (ii) the Issuer will prepare a Pricing Term Sheet at or prior to the Time of Sale (as defined in respect the relevant Subscription Agreement), which Pricing Term Sheet will include pricing and other necessary information and shall be attached, or shall be deemed to be attached to the relevant Subscription Agreement; (iii) a Pricing Term Sheet will be made available by the applicable Dealers, or will be otherwise conveyed to the purchasers of which particular lawssuch Notes, guidelines, regulations, restrictions at or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time prior to time.the Time of Sale;

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, or applicable Pricing Supplement, as the case may be to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Principal Paying Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds or to the designated account order of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext the VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) or the Agent (in designated account of the case of Notes issued on a non- syndicated basis) Issuer with Euroclear and/or Clearstream, Luxembourg so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Signing Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the relevant Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless If the Notes are to be issued through Euroclear and/or Clearstream, Luxembourg and, unless otherwise agreed between the parties, on each occasion on upon which the relevant Issuer and any Dealer agree on the terms of the issue by the such Issuer and purchase by the such Dealer of one or more Notes: (a) the relevant Issuer shall, except for VPS shall cause such Notes which in the case of Bearer Notes, cause the Notes, which shall be initially represented by a Temporary Bearer Global Note or a Permanent Bearer Global Note, and, in the case of Registered Notes, shall be initially represented by a Regulation S Global Note as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to delivered: (i) if in the Notes are CGNs, case of a Temporary Bearer Global Note or a Permanent Bearer Global Note that is a CGN to a common depositary or (ii) if the Notes are NGNs, it is a NGN to a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on Luxembourg; and (ii) in the agreed Issue Date;case of a Regulation S Global Note to a common depositary or, if Notes are held under the NSS, common safekeeper in each case for the account of Euroclear or Clearstream, Luxembourg. (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) the designated account of: (i) in the case of Bearer Notes, the Principal Paying Agent or the Agent (in the case of Notes issued on a non- syndicated basisissues) the designated account of the relevant Issuer with Euroclear and/or Clearstream, Luxembourg; or (ii) in the case of Registered Notes, the Closing Bank, so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In . 2.3 On each occasion on which PT and any Dealer agree on the case terms of VPS the issue by PT and purchase by the Dealer of one or more Book Entry Notes: (a) PT shall irrevocably instruct the Portuguese Paying Agent to apply for the registration of the Book Entry Notes with Interbolsa, as management entity of CVM, which shall keep an issue control account in relation to the Book Entry Notes with a record of PT’s identification, the Issuer form, nominal value and other essential characteristics of the Book Entry Notes and the amount of Book Entry Notes issued; (b) PT shall cause such send to Interbolsa directly or through the Portuguese Paying Agent, (A) details of the Book Entry Notes to be created in uncertificated book entry form in credited, against payment of the corresponding net purchase price, to each Affiliate Member of Interbolsa on behalf of the holders, (B) information on the issue and settlement date of the Book Entry Notes, and (C) the identification of the Portuguese Paying Agent that represents PT for the settlement of the Book Entry Notes; (c) PT sends to the relevant Dealer, a signed payment instruction letter confirming the details of the Portuguese Paying Agent’s cash account (the “Agent Account”) to which the purchase price for the Book Entry Notes shall be transferred by the relevant Dealer for value on the Issue Date; (d) the relevant Dealer provides for the transfer of the net issue price into the Agent Account, for payment thereof to PT against the corresponding Book Entry Notes being credited to the relevant securities account(s); (e) on the Lisbon business day prior to the Issue Date, the Book Entry Notes shall be registered on the issue account opened by PT with Interbolsa and on the control account held by the Portuguese Paying Agent with Interbolsa; (f) on the Issue Date, the Book Entry Notes shall be transferred by the Portuguese Paying Agent into the securities account(s) of the Affiliate Members of Interbolsa designated by the relevant Dealer. The Book Entry Notes shall be blocked by Interbolsa in Euronext VPSsuch account(s) until cash settlement is confirmed in accordance with Interbolsa’s customary procedures. Once payment of the net purchase price into the Agent Account is confirmed, Interbolsa releases the Book Entry Notes, which shall then become available on the referred account. These procedures are conducted through the real time settlement system (sistema de liquidação real time) or, if agreed by the parties, through the free of payment system managed by Interbolsa; (g) if any relevant Dealer does not have a securities account open with an Affiliate Member of Interbolsa and requires that the Book Entry Notes be credited to its securities account with Euroclear and/or Clearstream, Luxembourg, the securities account of Euroclear and/or Clearstream, Luxembourg with an Affiliate Member of Interbolsa will be credited with those Book Entry Notes; and (h) the Portuguese Paying Agent shall, against the corresponding Book Entry Notes being credited to the relevant securities account(s), provide for the debit of the Agent Account and pay for value on the Issue Date the net issue price received by it to the account of PT previously notified to the Portuguese Paying Agent for that purpose. 2.3 2.4 Unless otherwise agreed between the relevant Issuer and the relevant Dealer, where more than one Dealer has agreed with the such Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 2.5 Where the relevant Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and, where the Issuer is PTIF, PT and PTC shall enter into a Subscription Agreement with those such Dealers. The relevant Issuer and, where the Issuer is PTIF, PT and PTC may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 2.6 The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 1A (in the case of Annex 1 to Bearer Notes and Book Entry Notes) and Part 1B (in the case of Registered Notes) of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 2A (in the case of Annex 1 to Bearer Notes and Book Entry Notes) and Part 2B (in the case of Registered Notes) of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The 2.7 Each of the relevant Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. 2.8 Each Dealer acknowledges that the relevant Issuer may, subject to compliance with applicable laws or selling restrictions, sell Notes issued under the Programme to any institution which has become a Dealer pursuant to clause 11.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the each Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the an Issuer and any Dealer agree on the terms of the issue by the such Issuer and purchase by the Dealer of one or more Notes: (a) the relevant Issuer shallshall cause the Notes which, except for VPS in the case of Bearer Notes, cause the Notes, which shall be initially represented by a Temporary Bearer Global Note or a Permanent Bearer Global Note and, in the case of Registered Notes, shall be initially represented by a Regulation S Global Note and/or a Rule 144A Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date Date: (i) in the case of a Temporary Bearer Global Note or a Permanent Bearer Global Note, to (i) if the Notes are CGNs, CGNs a common depositary or (ii) if the Notes are NGNs, a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on Luxembourg; and (ii) in the case of a Regulation S Global Note in registered form or a Rule 144A Global Note, to a custodian for DTC unless otherwise agreed Issue Datebetween the relevant Issuer, the Principal Paying Agent and the Registrar; (b) the securities account of the relevant Lead Manager Dealer (in the case of Notes issued on a syndicated basis) or the Principal Paying Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg and/or DTC (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of of: (i) the Issuer Principal Paying Agent (in the case of Bearer Notes issued on a non-syndicated basis) or the designated account of the relevant Issuer with Euroclear and/or Clearstream, Luxembourg (in the case of Bearer Notes issued on a syndicated basis); or (ii) or the Agent (in the case of Notes issued on a non- syndicated basis) Registered Notes, the Closing Bank, so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the relevant Issuer and the relevant Dealer, where more than one Dealer has agreed with the relevant Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the relevant Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and ENEL (if not the relevant Issuer) shall enter into a Subscription Agreement with those Dealers. The relevant Issuer and ENEL (if not the relevant Issuer) may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed closed on a non-syndicated basis are set out inin Annex 1, Part 1 (in the case of Annex 1 to Bearer Notes) and Part 2 (in the case of Registered Notes) of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed closed on a syndicated basis are set out in Annex 1, Part 2 3 (in the case of Annex 1 to Bearer Notes) and Part 4 (in the case of Registered Notes) of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer Each of the Obligors and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time. 2.7 Each Dealer acknowledges that the relevant Issuer may sell Notes issued under the Programme to any institution which has not become a Dealer pursuant to clause 12. The relevant Issuer undertakes to each of the Dealers that it will, in relation to any such sales, comply with the restrictions and agreements set out in Appendix 2 as if it were a Dealer.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as more fully described in the Procedures Memorandum; and (c) the relevant Dealer oror Lead Manager, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent for payment by the Agent to the Issuer, or (in the case of Notes issued on a syndicated basisissues) or the Agent (in designated account of the case of Notes issued on a non- syndicated basis) Issuer, with Euroclear and/or Clearstream, Luxembourg so that the such payment is credited to that such account for value on the relevant such Issue Date, as more fully described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Signing Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annexe A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annexe A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, each Issuer and in the Issuer case of an issue by RF, RF and the Guarantor may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on upon which an Issuer and in the Issuer case of an issue by RF, RF and RG and any Dealer agree on the terms of the issue by the such Issuer and purchase by the such Dealer of one or more Notes: (a) the such Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) or the Agent (in the case designated account of Notes issued on a non- syndicated basis) such Issuer with Euroclear and/or Clearstrearn, Luxembourg so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the relevant Issuer and in the case of an issue by RF, RF and RG and the relevant DealerDealers, where more than one Dealer has agreed with the relevant Issuer and in the case of an issue by RF, RF and RG to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 Where the relevant Issuer agrees with two or more Dealers to issue, issue and those such Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and the Guarantor (if applicable) shall enter into a Subscription Agreement with those such Dealers. The relevant Issuer and the Guarantor (if applicable) may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 The procedures which the parties intend should apply for the purposes of issues of Notes not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annex A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annex A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Each Issuer acknowledges and agrees that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions restrictions, Directives, consents, approvals or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. 2.7 Each Dealer acknowledges that each Issuer may sell Notes issued under the Programme to any institution which has not become a Dealer pursuant to clause 11. Each Issuer, and in the case of an issue by RF, the Guarantor hereby undertake to each of the Dealers that it will, in relation to any such sales, comply with the restrictions and agreements set out in Appendix B hereto as if it were a Dealer. 2.8 The relevant Issuer will procure that any Dealer may at any time obtain from the Agent details of the outstanding principal amount of Notes of any Series issued by it in relation to which such Dealer is a relevant Dealer. 2.9 Time shall be of the essence of any agreement reached pursuant to this clause 2.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on On each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more NotesNotes by such Dealer: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes (which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated unless otherwise specified in the applicable Final Terms, ) to be issued and delivered on the agreed Issue Date to (i) delivered: if the Notes are CGNsnot NGNs, to a common depositary or (ii) or, if the Notes are NGNs, to a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) so that the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basisaccount(s) with Euroclear and/or with Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may besuch Dealer) will be is/are credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (cb) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated relevant account of the Issuer Agent for payment by the Agent to the Issuer, or (in the case of Notes issued on a syndicated basisissues) or the Agent (in the case of Notes issued on a non- syndicated basis) Issuer with Euroclear and/or Clearstream, Luxembourg so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant DealerDealers, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out in, in Part 1 of Annex 1 to the Procedures Memorandum, as varied from time to time by agreement between the Issuer, the relevant Dealer and the Agent. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be , as varied in respect of any issue from time to time by agreement between the parties to that issueIssuer, the relevant Lead Manager and the Agent. 2.6 The Issuer acknowledges that any Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may (including on the date hereof, without limitation, Yen and Sterling) will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. Without prejudice to the generality of the foregoing: (a) Notes denominated in Yen or in respect of which amounts are payable in Yen will only be issued in compliance with applicable Japanese laws, regulations, guidelines and policies. The Issuer or the relevant Dealer(s)/Lead Manager on behalf of the Issuer will in relation to any issue of Notes denominated in Yen with a nominal amount equal to or greater than ¥1,000,000,000 report to the Ministry of Finance of Japan details of that issue of Notes in the form from time to time required by the Ministry of Finance of Japan within 20 days after the closing of the issue. The Issuer or its designated agent shall submit such reports or information as may be required from time to time by applicable laws, regulations and guidelines promulgated by Japanese authorities in the case of the issue of such Notes. (b) In relation to each issue of Notes denominated in Sterling, the Issuer will comply with all applicable laws and regulations (as amended from time to time) of United Kingdom authorities and relevant in the context of the issue of such Notes. The restrictions set out in Clauses (a) to (b) above in relation to the currencies mentioned in such Clauses shall only apply insofar as they are consistent with the relevant regulations of the appropriate regulatory bodies or necessary to comply with applicable laws, guidelines, regulations, restrictions or reporting requirements from time to time. On each occasion when any such regulatory body amends or introduces any relevant regulation, the restrictions above shall be deemed to be amended accordingly.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateCedelbank; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg Cedelbank (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) or the Agent (in designated account of the case of Notes issued on a non- syndicated basis) Issuer with Euroclear and/or Cedelbank so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the relevant Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the relevant Issuer and any Dealer agree on the terms of the issue by the relevant Issuer and purchase by the such Dealer of one or more Notes: (a) the relevant Issuer shall, except for VPS Notes, shall cause the Notes, such Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, Note as indicated in the applicable Final TermsPricing Supplement, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Principal Paying Agent or (in the case of Notes issued on a syndicated basisissues) or the Agent (in designated account of the case of Notes issued on a non- syndicated basis) relevant Issuer with Euroclear and/or Clearstream, Luxembourg so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the relevant Issuer and the relevant Dealer, where more than one Dealer has agreed with the relevant Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the relevant Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and the Guarantor (where the relevant Issuer is CSF) shall enter into a Subscription Agreement with those such Dealers. The relevant Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer (6) Each of the Issuers and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time.. Back to Contents

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, NotesNotes the terms of which will be set out in applicable Final Terms which will be read in conjunction with the Prospectus and, in relation to a Rule 144A Tranche, the Pricing Term Sheet. 2.2 Unless otherwise agreed between the parties, on On each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Ordinary Notes: (a) , the Issuer shall, except for VPS Notes, shall cause the Notes, such Ordinary Notes (which shall be initially represented by a Temporary Bearer Global Note or by a Permanent Reg. S Global Note, a Restricted Global Note and/or by Definitive Registered Notes, as indicated the case may be, denominated in the applicable Final Terms, relevant currency) to be issued and delivered on the agreed Issue Date to Date: (a) in the case of a Temporary Bearer Global Note, (i) if the such Notes are CGNs, to a common depositary or (ii) if the such Notes are NGNs, a common safekeepersafekeeper in each case for Euroclear and Clearstream, Luxembourg; (b) in the case of a Reg. S Global Note to a common depositary or, if Notes are held under the NSS, common safekeeper in each case for Euroclear and Clearstream, Luxembourg on or in the agreed Issue Date;case of a Restricted Global Note, to a custodian for DTC; and (c) in the case of Definitive Registered Notes, to or to the order of the holders thereof. In the case of sub-clauses (a) and (b) above, the Issuer shall cause the securities account of the relevant Lead Manager such Dealer (in the case of Ordinary Notes issued on a syndicated basis) or the Agent (in the case of Ordinary Notes issued on a non-syndicated basis) with Euroclear and/or with Clearstream, Luxembourg or with DTC (as specified by the relevant Lead Manager or the Agent, as the case may besuch Dealer) will to be credited with the such Notes on the agreed relevant Issue Date, as described in the Procedures Memorandum; and (c) the relevant Date and such Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys subscription monies for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant cash account(s) of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg and/or DTC so that the such payment is credited to that account such account(s) for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created credited in uncertificated book entry form in to the relevant account in Euronext the VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealersuch Dealers, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes: (a) in the case of a Regulation S Tranche, shall be joint and several; and (b) in the case of a Rule 144A Tranche, shall be several and not joint. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue (other than an issue of a Rule 144A Tranche) shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied Agreement Date in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any an issue of Notes a Rule 144A Tranche shall be the date of the relevant Time of Sale. In connection with the offer and sale of a Rule 144A Tranche, except as otherwise provided below, (i) the Issuer will prepare Preliminary Final Terms and cause such Preliminary Final Terms to be delivered to prospective purchasers of the Notes; (ii) the Issuer will prepare a Pricing Term Sheet at or prior to the Time of Sale (as defined in respect the relevant Subscription Agreement), which Pricing Term Sheet will include pricing and other necessary information and shall be attached, or shall be deemed to be attached to the relevant Subscription Agreement; (iii) a Pricing Term Sheet will be made available by the applicable Dealers, or will be otherwise conveyed to the purchasers of which particular lawssuch Notes, guidelines, regulations, restrictions at or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time prior to time.the Time of Sale;

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes.. DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004057044.9 8 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final TermsPricing Supplement, to be issued and delivered on the agreed Issue Date in the case of a Global Note to (i) if the Notes are CGNs, a common depositary or (ii) or, if the Notes are NGNsheld under the NSS, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on Luxembourg, as specified in the agreed Issue Dateapplicable Pricing Supplement; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Fiscal Agent (in the case of Notes issued on a non-syndicated non‑syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Fiscal Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to or to the designated account order of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer and the Guarantor shall enter into a Subscription Agreement with those Dealers. The Issuer and the Guarantor may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Each of the Issuer and the Guarantor acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, shall cause the Notes, Notes which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final TermsPricing Supplement, to be issued and delivered on the agreed Issue Date in the case of a Global Note to (i) if the Notes are CGNs, a common depositary or (ii) or, if the Notes are NGNsheld under the NSS, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on Luxembourg, as specified in the agreed Issue Dateapplicable Pricing Supplement; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Fiscal Agent (in the case of Notes issued on a non-syndicated non‑syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Fiscal Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to or to the designated account order of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer and the Guarantor shall enter into a Subscription Agreement with those Dealers. The Issuer and the Guarantor may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The procedures 0012034-0005142 UKO2: 0000000000.6 6 which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Each of the Issuer and the Guarantor acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, NotesNotes the terms of which will be set out in applicable Final Terms which will be read in conjunction with the Prospectus. 2.2 Unless otherwise agreed between the parties, on On each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Ordinary Notes: (a) , the Issuer shall, except for VPS Notes, shall cause the Notes, such Ordinary Notes (which shall be initially represented by a Temporary Bearer Global Note or by a Permanent Registered Global Note, as indicated the case may be, denominated in the applicable Final Terms, relevant currency) to be issued and delivered on the agreed Issue Date to Date: (a) in the case of a Temporary Bearer Global Note, (i) if the such Notes are CGNs, to a common depositary or (ii) if the such Notes are NGNs, a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) in the case of a Registered Global Note to a common depositary or, if Notes are held under the NSS, common safekeeper in each case for Euroclear and Clearstream, Luxembourg; and In the case of sub-clauses (a) and (b) above, the Issuer shall cause the securities account of the relevant Lead Manager such Dealer (in the case of Ordinary Notes issued on a syndicated basis) or the Agent (in the case of Ordinary Notes issued on a non-syndicated basis) with Euroclear and/or with Clearstream, Luxembourg (as specified by the relevant Lead Manager such Dealer or the Principal Paying Agent, as the case may be) will to be credited with the such Notes on the agreed relevant Issue Date, as described in the Procedures Memorandum; and (c) the relevant Date and such Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys subscription monies for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant cash account(s) of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg so that the such payment is credited to that account such account(s) for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created credited in uncertificated book entry form in to the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealersuch Dealers, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 It is agreed by the parties hereto that neither the Issuer nor any of the Dealer(s) shall communicate to proposed purchasers of Global Notes any offering materials (which, for the avoidance of doubt, shall not include Bloomberg and other routine communications by a Dealer to prospective purchasers in connection with a new issue, provided that the Issuer shall take any responsibility for such communications) other than the Prospectus and any relevant Final Terms, as applicable, without prior notification to and written approval from such other party or parties, and the Issuer shall procure that the Shareholder Xxxxx shall refrain from doing the same. 2.6 The procedures which the parties intend should apply for the purposes of issues of bearer notes to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues of registered notes to be subscribed on a non-syndicated basis are set out in Annex 1, Part 2 of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues of bearer notes to be subscribed on a syndicated basis are set out in Annex 1, Part 2 3 of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues of bearer notes to be subscribed on a syndicated basis are set out in Annex 1 to 1, Part 4 of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 2.7 The Issuer acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the each Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on which the relevant Issuer and any Dealer agree on the terms of the issue by the relevant Issuer and purchase by the Dealer of one or more Notes: (a) the relevant Issuer shall, except for VPS Notes, shall cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to a common depositary (i) if the Notes are CGNs, in CGN form) or a common depositary or safekeeper (ii) if the Notes are NGNs, a common safekeeperin NGN form), in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue DateLuxembourg; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to or to the designated account order of the relevant Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In Memorandum or any closing memorandum prepared in connection with the case issue of VPS the Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the relevant Issuer and the relevant Dealer, where more than one Dealer has agreed with the relevant Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 (4) Where the relevant Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and, where the relevant Issuer is STUF, the Guarantor shall enter into a Subscription Agreement with those Dealers. The relevant Issuer and, where the relevant Issuer is STUF, the Guarantor may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out inin Annex 1, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the relevant Issuer and, where the relevant Issuer is STUF, the Guarantor acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 (2) Unless otherwise agreed between the parties, on each occasion on upon which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the such Dealer of one or more Notes: (a) the Issuer shall, except for VPS shall cause such Notes which in the case of Bearer Notes, cause the Notes, which shall be initially represented by a Temporary Bearer Global Note or a Permanent Bearer Global Note, and, in the case of Registered Notes, shall be initially represented by a Regulation S Global Note or a Rule 144A Global Note as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to delivered: (i) if in the Notes are CGNs, case of a Temporary Bearer Global Note or a Permanent Bearer Global Note that is a CGN to a common depositary or (ii) if the Notes are NGNs, it is a NGN to a common safekeeper, safekeeper in each case for Euroclear and Clearstream, Luxembourg on Luxembourg; and (ii) in the agreed Issue Datecase of a Regulation S Global Note or a Rule 144A Global Note, to a custodian for DTC (in the case of a Regulation S Global Note prior to the expiry of the Distribution Compliance Period, for the account of Euroclear or Clearstream, Luxembourg); (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg and/or DTC (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer Agent or (in the case of Notes issued on a syndicated basisissues) the designated account of: (i) in the case of Bearer Notes, the Principal Paying Agent or the Agent (in the case of Notes issued on a non- syndicated basisissues) the designated account of the Issuer with Euroclear and/or Clearstream, Luxembourg; or (ii) in the case of Registered Notes, the Closing Bank, so that the such payment is credited to that such account for value on the relevant such Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 (3) Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under pursuant to this clause, the obligations of those such Dealers so to purchase the Notes shall be several and not joint in relation to the purchase of Rule 144A Notes and joint and severalseveral in any other event. 2.4 (4) Where the Issuer agrees with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the Issuer Issuer, PT and PTC shall enter into a Subscription Agreement with those such Dealers. The Issuer Issuer, PT and PTC may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to itthereto. 2.5 (5) The procedures which the parties intend should apply for the purposes of issues not to be subscribed on pursuant to a non-syndicated basis Subscription Agreement are set out inin Annexe A, Part 1 1A (in the case of Annex 1 to Bearer Notes) and Part 1B (in the case of Registered Notes) of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on pursuant to a syndicated basis Subscription Agreement are set out in Annexe A, Part 2 2A (in the case of Annex 1 to Bearer Notes) and Part 2B (in the case of Registered Notes) of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The (6) Each of the Issuer and the Dealers acknowledges that any issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to time. (7) Each Dealer acknowledges that the Issuer may, subject to compliance with applicable laws or selling restrictions, sell Notes issued under the Programme to any institution which has become a Dealer pursuant to clause 11.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 (1) Subject to the terms and conditions of this Agreement, any Issuer and the Issuer Guarantor may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on (2) On each occasion on upon which an Issuer, the Issuer Guarantor and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more NotesNotes by such Dealer: (a) the relevant Issuer shall, except for VPS Notes, shall cause the Notes, such Notes (which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, ) to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) so that the securities account account(s) of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) such Dealer with Euroclear and/or with Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may besuch Dealer) will be is/are credited with the such Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (cb) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the such Notes being so credited, cause the net purchase moneys for the such Notes to be paid in the relevant currency by transfer of funds to the designated account relevant cash account(s) of the Issuer Agent with Euroclear and/or Clearstream, Luxembourg or (in the case of Notes issued on a syndicated basisissues) or the Agent (in relevant account of the case of Notes issued on a non- syndicated basis) Issuer so that the such payment is credited to that account such account(s) for value on the relevant agreed Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes. (3) Unless otherwise agreed, the Issuer shall cause such Notes to be created in uncertificated book entry form procedures which the parties must apply for the purposes of subclause (2) are set out in the relevant account in Euronext VPS. 2.3 Procedures Memorandum. Unless otherwise agreed between the relevant Issuer and the relevant DealerDealers, where more than one Dealer has agreed with the relevant Issuer to purchase a particular Tranche issue of Notes under pursuant to this clauseClause, the obligations of those such Dealers so to purchase the Notes shall be joint and several. 2.4 (4) Where the relevant Issuer agrees and the Guarantor agree with two or more Dealers to issue, and those such Dealers agree to purchase, Notes on a syndicated basis, the relevant Issuer and the Guarantor shall enter into a Subscription Agreement with those such Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues to be subscribed on a non-syndicated basis are set out in, Part 1 of Annex 1 to the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Part 2 of Annex 1 to the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Issuer acknowledges that any (5) Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may will only be issued in circumstances which comply with those such laws, guidelines, regulations, restrictions or reporting requirements from time to timerequirements.

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the either Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the any Issuer and any Dealer agree on the terms of the issue by the relevant Issuer and purchase by the Dealer of one or more Notes: (a) the relevant Issuer shall, except for VPS Notes, shall cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note or, in the case of Registered Notes, shall be initially represented by a Registered Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) delivered, if the Notes are CGNs, to a common depositary or (ii) or, if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) Dealer with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may beDealer) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to an account designated by the Issuer with the Principal Paying Agent or (in the case of syndicated issues) the designated account of the relevant Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the relevant Issuer and the relevant Dealer, where more than one Dealer has agreed with the relevant Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the any Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchasepurchase hereunder, Notes on a syndicated basis, the relevant Issuer shall enter into a Subscription Agreement with those Dealers. The relevant Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it. 2.5 The procedures which the parties intend should apply for the purposes of issues not to be subscribed on under a non-syndicated basis Subscription Agreement are set out inin Annex 1, Part 1 1A (in the case of Annex 1 to Bearer Notes) and Part 1B (in the case of Registered Notes) of the Procedures Memorandum. The procedures which the parties intend should apply for the purposes of issues to be subscribed on under a syndicated basis Subscription Agreement are set out in Annex 1, Part 2 2A (in the case of Annex 1 to Bearer Notes) and Part 2B (in the case of Registered Notes) of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. 2.6 The Each Issuer acknowledges that any issue of Notes in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply may only be issued in circumstances which comply with those laws, guidelines, regulations, restrictions or reporting requirements from time to time.