Common use of Meetings of Bondholders and Modification Clause in Contracts

Meetings of Bondholders and Modification. The Agency Agreement contains provisions for convening meetings of the Bondholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution, Written Resolution or Electronic Consent (each as defined in the Agency Agreement) of a modification of the Bonds, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened by the Issuer if required in writing by Bondholders holding not less than five per cent. in nominal amount of the Bonds for the time being remaining Outstanding. The quorum for passing an Extraordinary Resolution, Written Resolution or Electronic Consent is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Bonds for the time being Outstanding, or at any adjourned meeting one or more persons being or representing Bondholders whatever the nominal amount of the Bonds so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Bonds or the Coupons (including modifying the date of maturity of the Bonds or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Bonds or altering the currency of payment of the Bonds or the Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Bonds for the time being Outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Bonds for the time being Outstanding. Any matter passed by way of Extraordinary Resolution, Written Resolution or Electronic Consent at any meeting of the Bondholders shall be binding on all the Bondholders, whether or not they are present at the meeting (or did not participate in the process for obtaining the Written Resolution or Electronic Consent), and on all Couponholders. The Agent and the Issuer may agree, without the consent of the Bondholders or Couponholders, to: (a) any modification (except such modifications in respect of which an increased quorum is required as mentioned above) of the Bonds, the Coupons or the Agency Agreement which is not prejudicial to the interests of the Bondholders, in the sole opinion of the Issuer; or (b) any modification of the Bonds, the Coupons or the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest or proven error or to comply with mandatory provisions of the law, in the sole opinion of the Issuer. Any such modification shall be binding on the Bondholders and the Couponholders and any such modification shall be notified to the Bondholders in accordance with Condition 11 as soon as practicable thereafter.