Common use of FORM OF DEFINITIVE NOTE Clause in Contracts

FORM OF DEFINITIVE NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091) (the Issuer) unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer (the Notes). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information appearing in the Final Terms (the Final Terms) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Final Terms, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 8 April 2009 and made between, inter alios, the Issuer, the Guarantor and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notes. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed. This Note shall not be valid unless authenticated by HSBC Bank plc as Agent.

Appears in 3 contracts

Samples: www.motabilityoperations.co.uk, www.motabilityoperations.co.uk, www.motabilityoperations.co.uk

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FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) EQUINOR ASA unconditionally and (subject to Condition 2(c)) irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) EQUINOR ENERGY AS [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Equinor ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 11 May 2023 and made between, between [(inter alios, )] the Issuer, Equinor Energy AS as guarantor, The Bank of New York Mellon, London Branch (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and Conditions. If any provision in or obligation under this Note is or becomes invalid, illegal or unenforceable in any respect under the Trust Deed. This Note shall law of any jurisdiction, that will not be valid unless authenticated by HSBC Bank plc as Agent.affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Note, and

Appears in 1 contract

Samples: Agency Agreement

FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) EQUINOR ASA unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) EQUINOR ENERGY AS [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Equinor ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 10 May 2019 and made between, between [(inter alios, )] the Issuer, Equinor Energy AS as guarantor, The Bank of New York Mellon (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent.

Appears in 1 contract

Samples: Agency Agreement (Equinor Asa)

FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) EQUINOR ASA [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Equinor ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 11 May 2023 and made between, between [(inter alios, )] the Issuer, Equinor Energy AS as guarantor, The Bank of New York Mellon, London Branch (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and Conditions. If any provision in or obligation under this Note is or becomes invalid, illegal or unenforceable in any respect under the Trust Deed. This Note shall law of any jurisdiction, that will not be valid unless authenticated by HSBC Bank plc as Agent.affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Note, and

Appears in 1 contract

Samples: Agency Agreement

FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) EQUINOR ASA [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Equinor ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 13 May 2020 and made between, between [(inter alios, )] the Issuer, Equinor Energy AS as guarantor, The Bank of New York Mellon (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent.

Appears in 1 contract

Samples: Agency Agreement

FORM OF DEFINITIVE NOTE. [Face of Note] 00 000000 [ISIN] 00 000000 [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC CODE.]1 TELEFONAKTIEBOLAGET LM ERICSSON (incorporated with limited liability under the laws of England with registration number 06541091) (the Issuer) unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the GuarantorPUBL) [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) Currency and Specified Denomination(s)] each of maturing on the Issuer Maturity Date (the Notes) of Telefonaktiebolaget LM Ericsson (publ) (the Issuer). References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as completed by Part A of the [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms)] [Pricing Supplement (the Pricing Supplement) (or the relevant provisions of the Pricing Supplement)] endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the [Final TermsTerms][Pricing Supplement], such information the [Final Terms][Pricing Supplement] will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an Amended and Restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 31 January 2022 and made between, inter alios, between the Issuer, Citibank, N.A., London Branch (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother agents named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent.

Appears in 1 contract

Samples: Agency Agreement

FORM OF DEFINITIVE NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC CODE.](1) [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (incorporated with limited liability under the laws of England with registration number 06541091OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](2) COUNTRYWIDE FINANCIAL CORPORATION (the Issuer) unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England the State of Delaware) Unconditionally and Wales irrevocably guaranteed by COUNTRYWIDE HOME LOANS, INC. (incorporated with registered number 01373876) (limited liability in the GuarantorState of New York) [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer (the Notes). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information (appearing in the Final Terms (the Final Terms)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Final Terms, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 8 April 2009 15 August 2005 and made between, inter alios, between the Issuer, the Guarantor Countrywide Home Loans, Inc. as guarantor and HSBC Corporate Deutsche Trustee Company (UK) Limited as trustee for the holders of the Notes. For value received, the The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on [each Instalment Date and] the Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed. This Note shall not be valid unless authenticated by HSBC Deutsche Bank plc AG, London Branch as Agent.

Appears in 1 contract

Samples: Agency Agreement (Countrywide Financial Corp)

FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) STATOIL ASA unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) STATOIL PETROLEUM AS [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Statoil ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 5 May 2017 and made between, between [(inter alios, )] the Issuer, Statoil Petroleum AS as guarantor, The Bank of New York Mellon (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent.

Appears in 1 contract

Samples: Agency Agreement (Statoil Asa)

FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) EQUINOR ASA [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Equinor ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 9 May 2022 and made between, between [(inter alios, )] the Issuer, Equinor Energy AS as guarantor, The Bank of New York Mellon, London Branch (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and Conditions. If any provision in or obligation under this Note is or becomes invalid, illegal or unenforceable in any respect under the Trust Deed. This Note shall law of any jurisdiction, that will not be valid unless authenticated by HSBC Bank plc as Agent.affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Note, and

Appears in 1 contract

Samples: Agency Agreement

FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) EQUINOR ASA unconditionally and (subject to Condition 2(c)) irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) EQUINOR ENERGY AS [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Equinor ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 13 May 2020 and made between, between [(inter alios, )] the Issuer, Equinor Energy AS as guarantor, The Bank of New York Mellon (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent.

Appears in 1 contract

Samples: Agency Agreement (Equinor Asa)

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FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) STATOIL ASA unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) STATOIL PETROLEUM AS [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Statoil ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 27 April 2009 2018 and made between, between [(inter alios, )] the Issuer, Statoil Petroleum AS as guarantor, The Bank of New York Mellon (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent.

Appears in 1 contract

Samples: Agency Agreement (Equinor Asa)

FORM OF DEFINITIVE NOTE. (Face of Note) [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091CODE.](1) (the Issuer) STATOIL ASA unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) STATOIL PETROLEUM AS [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of Statoil ASA (the Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified completed by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 5 February 2016 and made between, between [(inter alios, )] the Issuer, Statoil Petroleum AS as guarantor, The Bank of New York Mellon (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother parties named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent.

Appears in 1 contract

Samples: Agency Agreement (Statoil Asa)

FORM OF DEFINITIVE NOTE. [Face of Note] 00 000000 [ISIN] 00 000000 [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC CODE.] 1 [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (incorporated with limited liability under the laws of England with registration number 06541091OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (the IssuerOTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).] 2 INTERNATIONAL LEASE FINANCE CORPORATION [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Notes This Note is one of a Series duly authorised issue of Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of the Issuer Currency (the "Notes”) of International Lease Finance Corporation (the “Issuer”). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/attached hereto/set out in Schedule 1 2 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced modified and modified supplemented by the relevant information appearing in Part A of the Final Terms (the “Final Terms”) (or the relevant provisions of the Final Terms) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an Amended and Restated Agency Agreement (the “Agency Agreement”, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 15th September, 2006 and made between, inter alios, between the Issuer, Citibank, N.A. (the Guarantor “Agent”) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother agents named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof [on each Instalment Date and] on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent.

Appears in 1 contract

Samples: Agency Agreement (International Lease Finance Corp)

FORM OF DEFINITIVE NOTE. [Face of Note] 00 000000 [ISIN] 00 000000 [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC (incorporated with limited liability under the laws of England with registration number 06541091) (the Issuer) unconditionally and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) CODE.]13 KAUPTHING BÚNAÐARBANKI HF. [Specified Currency and Nominal Amount of Tranche] NOTES DUE Notes [Due [Year of Maturity]] This Note is one of a Series duly authorised issue of Notes of [denominated in the Specified Currency(iesCurrency and maturing on the Maturity Date (if any) and Specified Denomination(s)] each of the Issuer (the Notes) of Kaupthing Búnaðarbanki hf. (the Issuer). References herein in this Note to the Conditions shall be to the Terms and Conditions [endorsed hereonon this Note/attached to this Note/set out in Schedule 1 2 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein in this Note and have effect as if set out hereinin it] as supplemented, replaced modified and modified supplemented by the relevant information appearing in the Final Terms Pricing Supplement (the Final TermsPricing Supplement) (or the relevant provisions of the Pricing Supplement) endorsed hereon on this Note but, in the event of any conflict between the provisions of the said Conditions and such the information in the Final TermsPricing Supplement, such information the Pricing Supplement will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or supplemented and/or the same may be amended, supplemented, novated or restated from time to time, the Trust Deed) dated 8 April 2009 24th June, 2003 and made between, inter alios, between the Issuer, Citibank, N.A. (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the Notesother agents named in it. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof of this Note [on each Instalment Date and] on the Maturity Date or (if any) and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc as the Agent. 13 This legend can be deleted if the Notes have an initial maturity of 365 days or less.

Appears in 1 contract

Samples: Agency Agreement

FORM OF DEFINITIVE NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWSAny United States person who holds this obligation will be subject to limitations under the United States income tax laws, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS including the limitations provided in sections 165(j) AND and 1287(a) OF THE INTERNAL REVENUE CODE.]29 MOTABILITY OPERATIONS GROUP PLC of the Internal Revenue Code. [By accepting this obligation, the holder represents and warrants that it is not a United States person (incorporated with limited liability under other than an exempt recipient described in section 6049(b)(4) of the laws Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of England with registration number 06541091a United States person (other than an exempt recipient described in section 6049(b)(4) (of the Issuer) unconditionally Internal Revenue Code and irrevocably guaranteed on a joint and several basis by MOTABILITY OPERATIONS LIMITED (incorporated with limited liability in England and Wales with registered number 01373876) (the Guarantor) regulations thereunder).]1 PEPSICO, INC. [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes of [denominated in the Specified Currency(ies) and Specified Denomination(s)] each of Currency maturing on the Issuer Maturity Date (the Notes) of PepsiCo, Inc. (the Issuer). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out hereinhereon] as supplemented, replaced modified and modified supplemented by the relevant information appearing in the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Final Terms, such information the Final Terms will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the Trust Deed) dated 8 April 2009 5 August 2008 and made between, inter alios, between the Issuer, The Bank of New York Mellon (the Guarantor Agent) and HSBC Corporate Trustee Company (UK) Limited as trustee for the holders of the NotesPaying Agents named therein. For value received, the Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof [on each Instalment Date and] on the Maturity Date or (if the Notes are redeemable in instalments) and/or on such earlier date dates) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust DeedConditions. This Note shall not be valid validly issued unless authenticated by HSBC Bank plc the Agent. 1 This legend will be required for all Notes with maturity (at issue) of 183 days or less (including unilateral extensions and rollovers). In Witness whereof the Issuer has caused this Note to be duly executed on its behalf. PEPSICO, INC. By: Authorised Signatory Authenticated without recourse, warranty or liability by THE BANK OF NEW YORK MELLON By: Authorised Signatory Effectuated without recourse, warranty or liability by common safekeeper By: Authorised Signatory Terms and Conditions [Terms and Conditions to be as Agent.set out in Schedule 1 to the Agency Agreement] Final Terms [Here to be set out text of Final Terms relating to the Notes]

Appears in 1 contract

Samples: Agency Agreement (Pepsico Inc)

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