Common use of Meetings of Holders; Modification and Waiver Clause in Contracts

Meetings of Holders; Modification and Waiver. (a) Modifications and amendments to this Agreement or to the Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations of the holders of the Notes, may be made, and future compliance with or past default by the Company under any of the provisions hereof or thereof may be waived by the holders of the Notes, with the consent of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding, or of such lesser percentage as may act at a meeting of the holders of the Notes held in accordance with the provisions set forth herein, to be held at such time and at such place as the Company shall determine; provided that no such modification, amendment or waiver may, without the consent of the holder of each Note affected thereby, (i) waive a default in the payment of the principal of or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation of the Company to pay Additional Amounts with respect to such Note; (iii) change the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend this Agreement or the Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of holders of Notes; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified herein. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to the Conditions will be conclusive and binding on all holders of the Notes, whether or not they have given such consent or were present at such meeting, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or Coupons, and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note or Coupon in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note. (b) Notice of any meeting of holders of Notes, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 11 of the Conditions at least twice, the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notes, a person shall be (i) a holder of one or more Notes, including a beneficial owner of an interest in a Global Note with respect to the Notes, or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more Notes. The only persons who shall be entitled to be present or to speak at any meeting of holders of Notes shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Company and its counsel. (c) The persons entitled to vote a majority in aggregate principal amount of Notes at the time outstanding shall constitute a quorum at a meeting convened for the purpose referred to above except as hereinafter provided. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum, the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be given only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for the lack of a quorum, the persons entitled to vote 25 per cent. in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes which shall constitute a quorum. (d) At a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution (except a resolution relating to any of the matters set out in Section 14(a)(i) to (vi) (inclusive)) shall be effectively passed and decided if passed and/or decided by the persons entitled to vote the lesser of (i) a majority in aggregate principal amount of the Notes then outstanding and (ii) 75 per cent. in aggregate principal amount of the Notes represented and voting at the meeting. Any holder of Notes who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person duly appointed as proxy is present and has voted; provided that such holder of Notes shall be considered as present for the purposes of determining a quorum or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of holders of Notes duly held in accordance with this Section shall be binding on all the holders of Notes whether or not present or represented at the meeting. (e) The holding of Notes shall be proved by the production of such Notes or by a certificate, satisfactory to the Company, executed by any bank, banker, trust company or recognized securities dealer, wherever situated, satisfactory to the Company. Each such certificate shall be dated and shall state that on the date thereof a Note bearing a specified serial number and having a specified denomination was deposited with or exhibited to such bank, banker, trust company, or recognized securities dealer by the person named in such certificate or, in the case of Notes represented by beneficial interests in a Global Note, that such person is entitled to such beneficial interest and specifying the principal amount thereof. Any such certificate may be issued in respect of one or more Notes specified therein. The holding by the person named in any such certificate of any Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect to the same Note shall be produced, (ii) the Note specified in such certificate shall be produced by some other person or (iii) the Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy guaranteed by any bank, banker, trust company or London or New York Stock Exchange member firm satisfactory to the Company. (f) The Company shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the Notes represented at the meeting. At any meeting, each holder of Notes or proxy shall be entitled to one vote for each £1,000 principal amount of Notes held or represented by him; provided that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a holder of Notes or proxy. Any meeting of holders of Notes duly called at which a quorum is present may be adjourned from time to time, and the meeting be held as so adjourned without further notice. (g) The vote upon any resolution submitted to any meeting of holders of Notes shall be by written ballot. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of holders of Notes shall be prepared by the secretary of the meeting and there shall be attached to the said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other duplicate to the Fiscal Agent to be preserved by the Fiscal Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (h) Notwithstanding anything to the contrary contained in Section 14(a) above, this Agreement and the Notes (including the Conditions) may be amended by the Company and the Fiscal Agent without the consent of any Noteholders or Couponholders, for the purpose of (i) adding to the covenants of the Company for the benefit of the holders of Notes or Coupons, (ii) surrendering any right or power conferred upon the Company, (iii) evidencing the succession of a corporation or other person to the Company and the assumption by such successor of the covenants and obligations of the Company in this Agreement and the Notes (including the Conditions), (iv) conforming anything herein or therein to conventions applicable to instruments denominated in euro or enabling the Notes to be consolidated with one or more issues of other notes as provided in Section 13(g) of the Conditions or (v) correcting or supplementing any provision contained herein or therein.

Meetings of Holders; Modification and Waiver. (a) Modifications and amendments to this Agreement The Trustee or to the Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations of the holders of the Notes, may be made, and future compliance with or past default by the Company under any of shall, upon the provisions hereof or thereof may be waived by the holders of the Notes, with the consent request of the holders of at least a majority five (5) percent in aggregate principal amount of the Notes Securities of any series at the time outstandingOutstanding, or of such lesser percentage as may act the Company or the Trustee at its discretion, may, call a meeting of the holders Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Securities of such series to be made, given or taken by the Notes Holders. With respect to all matters (whether or not contemplated in this Indenture), meetings of Holders will be held in Buenos Aires in accordance with the provisions set forth hereinNegotiable Obligations Law. If a meeting is being held pursuant to a request of Holders, to the agenda for the meeting shall be held at as determined in the request and such time and at meeting shall be convened within forty (40) days from the date such place request is received by the Trustee or the Company, as the Company shall determine; provided that no such modification, amendment or waiver may, without the consent of the holder of each Note affected thereby, (i) waive a default in the payment of the principal of or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation of the Company to pay Additional Amounts with respect to such Note; (iii) change the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend this Agreement or the Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of holders of Notes; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified hereincase may be. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to the Conditions will be conclusive and binding on all holders of the Notes, whether or not they have given such consent or were present at such meeting, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or Coupons, and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note or Coupon in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note. (b) Notice of any meeting of holders Holders of Notesthe Securities of any series (which shall include the date, setting forth place and time of the time and place of such meeting and in general terms the action proposed to be taken at such meeting, the agenda therefor and the requirements to attend) shall be given in accordance with Section 11 of the Conditions at least twice, the first publication to be not less than 20 ten (10) days nor more than 180 thirty (30) days prior to the date fixed for the meeting. To be entitled to vote at meeting in the Official Gazette of Argentina and in accordance with Section 12.4 hereof and any meeting publication of holders of Notes, a person such notice shall be for five consecutive Argentine business days in each place of publication. (ib) a holder Any Holder of one Securities of the relevant series may attend the meeting in person or more Notesby proxy. Directors, including a beneficial owner officers, managers, members of an interest in a Global Note with respect to the Notes, or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more Notes. The only persons who shall be entitled to be present or to speak at any meeting of holders of Notes shall be the persons entitled to vote at such meeting Supervisory Committee and their counsel and any representatives employees of the Company and its counselmay not be appointed as proxies. Holders of Securities who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three (3) days prior to the date of such meeting. (c) The persons entitled to vote a majority Except as specified in aggregate principal amount of Notes at the time outstanding shall constitute a quorum at a meeting convened for the purpose referred to above except as hereinafter provided. No business Section 6.2 hereof, decisions shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum, the meeting shall be adjourned for a period of not less than 10 days as determined made by the chairman affirmative vote of the meeting. In Holders of at least the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be given only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for the lack of a quorum, the persons entitled to vote 25 per cent. in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes which shall constitute a quorum. (d) At a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution (except a resolution relating to any of the matters set out in Section 14(a)(i) to (vi) (inclusive)) shall be effectively passed and decided if passed and/or decided by the persons entitled to vote the lesser of (i) a majority in aggregate principal amount of the Notes then outstanding and (ii) 75 per cent. in aggregate principal amount Securities of the Notes represented and voting any series at the meeting. Any holder of Notes who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person duly appointed as proxy is present and has voted; provided that such holder of Notes shall be considered as present for the purposes of determining a quorum or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of holders of Notes duly held in accordance with this Section shall be binding on all the holders of Notes whether or not time Outstanding present or represented at the meeting. (e) The holding of Notes shall be proved by the production a meeting of such Notes or by a certificate, satisfactory to the Company, executed by any bank, banker, trust company or recognized securities dealer, wherever situated, satisfactory to the Company. Each such certificate shall be dated and shall state that on the date thereof a Note bearing a specified serial number and having a specified denomination was deposited with or exhibited to such bank, banker, trust company, or recognized securities dealer by the person named in such certificate or, in the case of Notes represented by beneficial interests in a Global Note, that such person is entitled to such beneficial interest and specifying the principal amount thereof. Any such certificate may be issued in respect of one or more Notes specified therein. The holding by the person named in any such certificate of any Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect to the same Note shall be produced, (ii) the Note specified in such certificate shall be produced by some other person or (iii) the Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy guaranteed by any bank, banker, trust company or London or New York Stock Exchange member firm satisfactory to the Company. (f) The Company shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the Notes represented at the meeting. At any meeting, each holder of Notes or proxy shall be entitled to one vote for each £1,000 principal amount of Notes held or represented by him; provided that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a holder of Notes or proxy. Any meeting of holders of Notes duly called Holders at which a quorum is present may be adjourned from time to timepresent; provided, and however, that the meeting be held as so adjourned without further notice. (g) The unanimous affirmative vote upon any resolution submitted to any meeting of holders the Holders of Notes the Securities shall be by written ballot. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of holders of Notes shall be prepared by the secretary of the meeting and there shall be attached required to the said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth adopt a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other duplicate to the Fiscal Agent to be preserved by the Fiscal Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.valid decision on: (h) Notwithstanding anything to the contrary contained in Section 14(a) above, this Agreement and the Notes (including the Conditions) may be amended by the Company and the Fiscal Agent without the consent of any Noteholders or Couponholders, for the purpose of (i) adding to changing the covenants Stated Maturity of the Company for the benefit principal of the holders or any installment of Notes or Coupons, interest on any Security of such series, (ii) surrendering reducing the principal amount thereof or the rate of interest thereon or any right or power conferred upon the Company, (iii) evidencing the succession of a corporation or other person to the Company and the assumption by such successor of the covenants and obligations of the Company in this Agreement and the Notes (including the Conditions), (iv) conforming anything herein or therein to conventions applicable to instruments denominated in euro or enabling the Notes to be consolidated with one or more issues of other notes as provided in Section 13(g) of the Conditions or (v) correcting or supplementing any provision contained herein or therein.Additional Amounts thereon;

Meetings of Holders; Modification and Waiver. (a) Modifications and amendments to this The Agency Agreement or to the Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations contains provisions for convening meetings of the holders Holders to consider any matter affecting their interests, including approving by Extraordinary Resolution (as defined in the Agency Agreement) a modification of the Notes, the Receipts, the Coupons, or certain provisions of the Agency Agreement. Such a meeting may be made, and future compliance with or past default convened by the Company under any of Issuer, the provisions hereof Guarantor, or thereof may be waived by the holders of the Notes, with the consent of the holders of at least a majority Holders holding not less than 33.00 per cent. in aggregate principal amount of the Notes of the relevant Series that at such time remain outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing a clear majority in principal amount of the Notes of the relevant Series that at such time remain outstanding, or of such lesser percentage as may act at a any adjourned meeting of the holders of the Notes held in accordance with the provisions set forth herein, to be held at such time and at such place as the Company shall determine; provided that no such modification, amendment one or waiver may, without the consent of the holder of each Note affected thereby, (i) waive a default in the payment of the principal of more persons being or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce representing Holders whatever the principal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, Receipts, or Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or canceling the amount of principal or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation payable in respect of the Company to pay Additional Amounts with respect to such Note; (iii) change Notes or altering the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend this Agreement or the Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of holders of Notes; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified herein. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to the Conditions will be conclusive and binding on all holders of the Notes, whether or not they have given such consent or were present at such meetingReceipts, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or Coupons), and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note or Coupon in connection with any consent to any such modification, amendment or waiver the necessary quorum for passing an Extraordinary Resolution will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note. (b) Notice of any meeting of holders of Notes, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 11 of the Conditions at least twice, the first publication to be one or more persons holding or representing not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote two-thirds, or at any meeting of holders of Notes, a person shall be (i) a holder of one or more Notes, including a beneficial owner of an interest in a Global Note with respect to the Notes, or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more Notes. The only persons who shall be entitled to be present or to speak at any meeting of holders of Notes shall be the persons entitled to vote at adjourned such meeting and their counsel and any representatives of the Company and its counsel. (c) The persons entitled to vote a majority in aggregate principal amount of Notes at the time outstanding shall constitute a quorum at a meeting convened for the purpose referred to above except as hereinafter provided. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum, the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meetingone-third, such adjourned meeting shall be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be given only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for the lack of a quorum, the persons entitled to vote 25 per cent. in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meetingrelevant Series that at such time remain outstanding. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes which shall constitute a quorum. (d) At a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution (except a resolution relating to any of the matters set out in Section 14(a)(i) to (vi) (inclusive)) shall be effectively An Extraordinary Resolution passed and decided if passed and/or decided by the persons entitled to vote the lesser of (i) a majority in aggregate principal amount of the Notes then outstanding and (ii) 75 per cent. in aggregate principal amount of the Notes represented and voting at the meeting. Any holder of Notes who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person duly appointed as proxy is present and has voted; provided that such holder of Notes shall be considered as present for the purposes of determining a quorum or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of holders of Notes duly held in accordance with this Section the Holders shall be binding on all the holders of Notes Holders, whether or not they are present or represented at the meeting. (e) The holding , and on all Receiptholders and Couponholders. Without the consent of Notes shall be proved by the production of such Notes or by a certificateHolders, satisfactory to the Company, executed by any bank, banker, trust company or recognized securities dealer, wherever situated, satisfactory to the Company. Each such certificate shall be dated and shall state that on the date thereof a Note bearing a specified serial number and having a specified denomination was deposited with or exhibited to such bank, banker, trust companyReceiptholders, or recognized securities dealer by Couponholders, the person named in such certificate orAgent, in the case of Notes represented by beneficial interests in a Global Note, that such person is entitled to such beneficial interest and specifying the principal amount thereof. Any such certificate may be issued in respect of one or more Notes specified therein. The holding by the person named in any such certificate of any Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect to the same Note shall be produced, (ii) the Note specified in such certificate shall be produced by some other person or (iii) the Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy guaranteed by any bank, banker, trust company or London or New York Stock Exchange member firm satisfactory to the Company. (f) The Company shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the Notes represented at the meeting. At any meeting, each holder of Notes or proxy shall be entitled to one vote for each £1,000 principal amount of Notes held or represented by him; provided that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a holder of Notes or proxy. Any meeting of holders of Notes duly called at which a quorum is present may be adjourned from time to timeIssuer, and the meeting be held as so adjourned without further notice.Guarantor may agree to modifications of or amendments to the Agency Agreement, the Notes, the Guarantee Agreement, the Receipts, or the Coupons for any of the following purposes: (ga) The vote upon to evidence the succession of another entity to the Issuer and the assumption by any resolution submitted to any meeting of holders of Notes shall be by written ballot. The permanent chairman such successor of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary covenants of the meeting their verified written reports Issuer or the Guarantor in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of holders of Notes shall be prepared by the secretary of the meeting and there shall be attached to the said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other duplicate to the Fiscal Agent to be preserved by the Fiscal AgentAgency Agreement, the latter to have attached thereto Guarantor Agreements, the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.Notes, Receipts, or Coupons; (hb) Notwithstanding anything to the contrary contained in Section 14(a) above, this Agreement and the Notes (including the Conditions) may be amended by the Company and the Fiscal Agent without the consent of any Noteholders or Couponholders, for the purpose of (i) adding add to the covenants of the Company Issuer for the benefit of the holders of Notes Holders, the Receiptholders, or Couponsthe Couponholders, (ii) surrendering or to surrender any right or power herein conferred upon the CompanyIssuer or the Guarantor; (c) to relax or eliminate the restrictions on payment of principal and interest in respect of the Notes, Receipts, or Coupons in The Netherlands and the United States or its possessions, provided that such payment is permitted by United States and Netherlands tax laws and regulations then in effect and provided that no adverse tax consequences would result to the Holders, the Receiptholders, or the Couponholders; (iiid) evidencing to cure any ambiguity, to correct or supplement any defective provision herein or any provision which may be inconsistent with any other provision herein; (e) to make any other provisions with respect to matters or questions arising under the succession Notes, the Receipts, the Coupons, the Guarantee Agreements, or the Agency Agreement, provided such action pursuant to this subclause (e) shall not adversely affect the interests of the Holders, the Receiptholders, or the Couponholders; (f) to authorize or facilitate the issuance of Notes in registered form; (g) to facilitate the issuance of Notes in accordance with the laws of a corporation particular country; and (h) to permit further issuances of Notes in accordance with the terms of the Program Agreement. Any such modification or other person amendment shall be binding on the Holders, the Receiptholders, and the Couponholders and any such modification or amendment shall be notified to the Company and Holders, the assumption by such successor of Receiptholders, or the covenants and obligations of the Company Couponholders in this Agreement and the Notes (including the Conditions), (iv) conforming anything herein or therein to conventions applicable to instruments denominated in euro or enabling the Notes to be consolidated accordance with one or more issues of other notes General Note Condition 14 as provided in Section 13(g) of the Conditions or (v) correcting or supplementing any provision contained herein or thereinsoon as practicable thereafter.

Meetings of Holders; Modification and Waiver. (a) Modifications and amendments to this Agreement or to the Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations of the holders of the Notes, may be made, and future compliance with or past default by the Company under any of the provisions hereof or thereof may be waived by the holders of the Notes, with the consent of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding, or of such lesser percentage as may act at a meeting of the holders of the Notes held in accordance with the provisions set forth herein, to be held at such time and at such place as the Company shall determine; provided that no such modification, amendment or waiver may, without the consent of the holder of each Note affected thereby, (i) waive a default in the payment of the principal of or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation of the Company to pay Additional Amounts with respect to such Note; (iii) change the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend this Agreement or the Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of holders of Notes; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified herein. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to the Conditions will be conclusive and binding on all holders of the Notes, whether or not they have given such consent or were present at such meeting, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or Coupons, and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note or Coupon in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note. (b) Notice of any meeting of holders of Notes, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 11 of the Conditions at least twice, the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notes, a person shall be (ix) a holder of one or more Notes, Notes (including a the beneficial owner owners of an interest interests in a the Temporary Global Note with respect to the Notes, Note) or (iiy) a person appointed by an instrument in writing as proxy by the holder of one or more Notes. The only persons who shall be entitled to be present or to speak at any meeting of holders of Notes shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Company and its counsel. (cb) The persons entitled to vote a majority in aggregate principal amount of Notes at the time outstanding shall constitute a quorum at a meeting of the holders of Notes convened for the purpose referred to above except as hereinafter provided. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum, the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be given only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any such meeting further adjourned for the lack of a quorum, the persons entitled to vote 25 per cent. 25% in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes which shall constitute a quorum. (dc) At a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution (except a resolution relating to amend, or to waive compliance with, any of the matters set out in Section 14(a)(i) covenants or conditions referred to (vi) (inclusive)) above shall be effectively passed and decided if passed and/or decided by the persons entitled to vote the lesser of (i) a majority in aggregate principal amount of the Notes then outstanding and (ii) 75 per cent. 75% in aggregate principal amount of the Notes represented and voting at the meeting. Any holder of Notes who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person duly appointed as proxy is present and has voted; provided that such holder of Notes shall be considered as present for the purposes of determining a quorum or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of holders of Notes duly held in accordance with this Section shall be binding on all the holders of Notes whether or not present or represented at the meeting. (ed) The holding of Notes shall be proved by the production of such Notes or by a certificate, satisfactory to the Company, executed by any bank, banker, trust company or recognized securities dealer, wherever situated, satisfactory to the Company. Each such certificate shall be dated and shall state that on the date thereof a Note bearing a specified serial number and having a specified denomination was deposited with or exhibited to such bank, banker, trust company, or recognized securities dealer by the person named in such certificate or, in the case of Notes represented by beneficial interests in a Global Note, that such person is entitled to such beneficial interest and specifying the principal amount thereofcertificate. Any such certificate may be issued in respect of one or more Notes specified therein. The holding by the person named in any such certificate of any Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect to the same Note shall be produced, (ii) the Note specified in such certificate shall be produced by some other person or (iii) the Note Notes specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy guaranteed by any bank, banker, trust company or London or New York Stock Exchange member firm satisfactory to the Company. (fe) The Company shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the Notes represented at the meeting. At any meeting, such meeting each holder of Notes or proxy shall be entitled to one vote for each £U.S. $1,000 principal amount of Notes held or represented by him; provided that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a holder of Notes or proxy. Any meeting of holders of Notes duly called at which a quorum is present may be adjourned from time to time, and the meeting be held as so adjourned without further notice. (gf) The vote upon any resolution submitted to any meeting of holders of Notes shall be by written ballotballot on which shall be subscribed the signatures of the holders of Notes or proxies and on which shall be inscribed the serial number or numbers of the Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of holders of Notes shall be prepared by the secretary of the meeting and there shall be attached to the said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other duplicate to the Fiscal Agent to be preserved by the Fiscal Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (hg) Notwithstanding anything to the contrary contained in Section 14(a) above, this Agreement and the Notes (including the Conditions) may be amended by the Company and the Fiscal Agent without the consent of any Noteholders or Couponholders, for the purpose of (i) adding to the covenants of the Company for the benefit of the holders of Notes or Coupons, (ii) surrendering any right or power conferred upon the Company, (iii) permitting payment of principal and interest on Notes or Coupons in the United States to the extent then permitted under applicable regulations of the United States Treasury Department and provided no adverse tax consequences would result to the Noteholders or Couponholders, as the case may be, (iv) evidencing the succession of a corporation or other person to the Company and the assumption by such successor of the covenants and obligations of the Company in this Agreement and the Notes (including the Conditions), (iv) conforming anything herein or therein to conventions applicable to instruments denominated in euro or enabling the Notes to be consolidated with one or more issues of other notes as provided in Section 13(g) of the Conditions or (v) correcting or supplementing any provision contained herein or therein.

Meetings of Holders; Modification and Waiver. (a) Modifications and amendments to this Agreement or to the Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations of the holders of the Notes2012 Notes or the 2020 Notes (as the case may be), may be made, and future compliance with or past default by the Company under any of the provisions hereof or thereof as its relates to such Notes may be waived by the holders of the Notes2012 Notes and the 2020 Notes (as the case may be), with the consent of the holders of at least a majority in aggregate principal amount of either of the 2012 Notes or the 2020 Notes (as the case may be) at the time outstanding, or of such lesser percentage as may act at a meeting of the holders of the 2012 Notes or the 2020 Notes (as the case may be) held in accordance with the provisions set forth herein, to be held at such time and at such place as the Company shall determine; provided that no such modification, amendment or waiver may, without the consent of the holder of each 2012 Note or 2020 Note (as the case may be) affected thereby, (i) waive a default in the payment of the principal of or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation of the Company to pay Additional Amounts with respect to such Note; (iii) change the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend this Agreement as it relates to such Note or to modify or amend the Conditions of such Note or reduce the percentage of votes required for the adoption of any action at a meeting of holders of such Notes; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified herein. Any modifications, amendments or waivers to the Fiscal Agency this Agreement or to the Conditions will be conclusive and binding on all holders of the Notes2012 Notes and/or the 2020 Notes (as the case may be), whether or not they have given such consent or were present at such meeting, and on all holders of the related Coupons, whether or not notation of such modifications, amendments or waivers is made upon the such Notes or Coupons, and on all future holders of such Notes and Coupons. For the avoidance of doubt, if any modification, amendment or waiver of this Agreement or the relevant Conditions will only affect the 2012 Notes or the 2020 Notes (as the case may be), only the consent of the holders of the then outstanding 2012 Notes or 2020 Notes (as the case may be), and not the consent of both the holders of 2012 Notes and the holders of 2020 Notes, shall be required in accordance with this Section 14. Any instrument given by or on behalf of any holder of a Note or Coupon in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note. (b) Notice of any meeting of holders of Notes2012 Notes or the 2020 Notes (as the case may be), setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 11 of the Conditions at least twice, the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notesthe 2012 Notes or the 2020 Notes (as the case may be), a person shall be (i) a holder of one or more of the relevant Notes, including a beneficial owner of an interest in a related Global Note with respect to the such Notes, or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more of the relevant Notes. The only persons who shall be entitled to be present or to speak at any meeting of holders of 2012 Notes or 2020 Notes (as the case may be) shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Company and its counsel. (c) The persons entitled to vote a majority in aggregate principal amount of the 2012 Notes or the 2020 Notes (as the case may be) at the time outstanding shall constitute a quorum at a meeting of holders of such Notes convened for the purpose referred to above except as hereinafter provided. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorumquorum at the meeting of the holders of the 2012 Notes or 2020 Notes (as the case may be), the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be given only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for the lack of a quorum, the persons entitled to vote 25 per cent. in aggregate principal amount of the 2012 Notes or the 2020 Notes (as the case may be) at the time outstanding shall constitute a quorum at the meeting of holders of such Notes for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding 2012 Notes or 2020 Notes (as the case may be) which shall constitute a quorumquorum at the meeting of holders of such Notes. (d) At a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution (except a resolution relating to any of the matters set out in Section 14(a)(i) to (vi) (inclusive)) shall be effectively passed and decided if passed and/or decided by the persons entitled to vote the lesser of (i) a majority in aggregate principal amount of the 2012 Notes or the 2020 Notes (as the case may be) then outstanding and (ii) 75 per cent. in aggregate principal amount of the 2012 Notes or the 2020 Notes (as the case may be) represented and voting at the meetingmeeting of holders of such Notes. Any holder of Notes who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person duly appointed as proxy is present and has voted; provided that such holder of Notes shall be considered as present for the purposes of determining a quorum or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of holders of 2012 Notes or 2020 Notes (as the case may be) duly held in accordance with this Section shall be binding on all the holders of such 2012 Notes or 2020 Notes (as the case may be) whether or not present or represented at the meetingmeeting of holders of such Notes. (e) The holding of Notes shall be proved by the production of such Notes or by a certificate, satisfactory to the Company, executed by any bank, banker, trust company or recognized securities dealer, wherever situated, satisfactory to the Company. Each such certificate shall be dated and shall state that on the date thereof a Note bearing a specified serial number and having a specified denomination was deposited with or exhibited to such bank, banker, trust company, or recognized securities dealer by the person named in such certificate or, in the case of Notes represented by beneficial interests in a Global Note, that such person is entitled to such beneficial interest and specifying the principal amount thereof. Any such certificate may be issued in respect of one or more Notes specified therein. The holding by the person named in any such certificate of any Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect to the same Note shall be produced, (ii) the Note specified in such certificate shall be produced by some other person or (iii) the Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy guaranteed by any bank, banker, trust company or London or New York Stock Exchange member firm satisfactory to the Company. (f) The Company shall appoint a temporary chairman of the meetingmeeting of the holders of the 2012 Notes or the 2020 Notes (as the case may be). A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the 2012 Notes or the 2020 Notes (as the case may be) represented at the meeting. At any meeting, each holder of 2012 Notes or 2020 Notes (as the case may be) or proxy shall be entitled to one vote for each £€1,000 principal amount of 2012 Notes or 2020 Notes (as the case may be) held or represented by him; provided that no vote shall be cast or counted at any meeting in respect of any 2012 Note or 2020 Notes (as the case may be) challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a holder of 2012 Notes or 2020 Notes (as the case may be) or proxy. Any meeting of holders of 2012 Notes or 2020 Notes (as the case may be) duly called at which a quorum is present may be adjourned from time to time, and the meeting be held as so adjourned without further notice. (g) The vote upon any resolution submitted to any meeting of holders of 2012 Notes or 2020 Notes (as the case may be) shall be by written ballot. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of holders of 2012 Notes or 2020 Notes (as the case may be) shall be prepared by the secretary of the meeting and there shall be attached to the said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other duplicate to the Fiscal Agent to be preserved by the Fiscal Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (h) Notwithstanding anything to the contrary contained in Section 14(a) above, this Agreement and the 2012 Notes or 2020 Notes (as the case may be) (in each case, including the relevant Conditions) may be amended by the Company and the Fiscal Agent without the consent of any Noteholders or Couponholders, for the purpose of (i) adding to the covenants of the Company for the benefit of the holders of 2012 Notes or 2020 Notes (as the case may be) or the relevant Coupons, (ii) surrendering any right or power conferred upon the Company, (iii) evidencing the succession of a corporation or other person to the Company and the assumption by such successor of the covenants and obligations of the Company in this Agreement and the 2012 Notes or 2020 Notes (as the case may be) (in each case, including the relevant Conditions), or (iv) conforming anything herein or therein to conventions applicable to instruments denominated in euro or enabling the Notes to be consolidated with one or more issues of other notes as provided in Section 13(g) of the Conditions or (v) correcting or supplementing any provision contained herein or therein.

Meetings of Holders; Modification and Waiver. (a) Modifications and amendments to this Agreement The Trustee or to the ConditionsCompany shall, insofar as such modifications or amendments affect upon the rights, powers, duties or obligations request of the holders of the Notes, may be made, and future compliance with or past default by the Company under any of the provisions hereof or thereof may be waived by the holders of the Notes, with the consent of the holders Holders of at least a majority five percent in aggregate principal amount of the Step-Up Notes at the time outstandingOutstanding, or of such lesser percentage as may act the Company or the Trustee at its discretion, may, call a meeting of the holders Holders at any time and from time to time, to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Step-Up Notes to be made, given or taken by such Holders. With respect to all matters not contemplated in the 10-Year Notes Indenture, meetings of the Notes Holders will be held in Buenos Aires in accordance with the provisions set forth hereinNegotiable Obligations Law; provided, however, that the Company or the Trustee may determine to hold any such meetings simultaneously in Buenos Aires and in The City of New York by any means of telecommunication. Meetings shall be held at such time and at such place as the Company or the Trustee shall determinedetermine in such cities. If a meeting is being held pursuant to a request of Holders, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be. Notice of any meeting of Holders (which shall include the date, place and time of the meeting, the agenda therefor and the requirements to attend) shall be published not less than ten days nor more than 30 days prior to the date fixed for the meeting in the Boletín Oficial de la República (the Official Gazette of Argentina) and, while there are Holders domiciled in Argentina, in a newspaper having major circulation in Argentina and any publication of such notice shall be for five consecutive Business Days in each place of publication. (b) Any Holder may attend the meeting in person or by proxy. Directors, officers, managers, members of the Supervisory Committee and employees of the Company may not be appointed as proxies. Holders of Step-Up Notes who intend to attend a meeting of Holders must notify the Registrar of their intention to do so at least three days prior to the date of such meeting. The Company shall, prior to any vote, deliver to the Trustee a notice signed by the CFO or the chief accounting officer certifying, to the best of the Company’s knowledge, as to the Notes held by any Affiliate of the Company. (c) Except as specified in Section 6.2 hereof, decisions shall be made by the affirmative vote of the Holders of at least 51% in aggregate principal amount of the Step-Up Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present; provided, however, that the affirmative vote of the Holders of the applicable percentage in aggregate principal amount of the Step-Up Notes at the time Outstanding specified under “Events of Default” shall be required to take the actions specified under such heading; provided further, however, that no such modification, amendment or waiver may, without the consent unanimous affirmative vote of the holder Holders of each Note affected thereby, Step-Up Notes shall be required to adopt a valid decision on: (i) waive a default changing the Stated Maturity of, or failing to pay, the principal of, premium, if any, on or any installment of interest on any Step-Up Note, or reducing the principal amount thereof, premium, if any, thereon or the rate of interest thereon or changing the requirement to pay Additional Amounts thereon, or releasing any amounts held in the Reserve Accounts; (ii) changing the place of payment of where, or the coin or currency in which, the principal of of, premium, if any, on or interest or Additional Amounts (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such Step-Up Note or change the obligation of the Company to pay Additional Amounts with respect to such Note; is payable; (iii) change the currency of payment of principal of or interest on any such Note; (iv) impair impairing the right to institute suit for the enforcement of any such payment on or with respect to any such Note; after the Stated Maturity thereof (vor, in the case of redemption, on or after the Redemption Date); (iv) reduce reducing the percentage of aggregate in principal amount of Notes the outstanding necessary to modify or amend this Agreement or Step-Up Notes, the Conditions or reduce consent of the percentage Holders of votes which is required for the adoption of any action at a resolution or the quorum required to constitute a meeting of holders Holders at which a resolution is adopted or the percentage in principal amount of Notesoutstanding Step-Up Notes the Holders of which are entitled to request the calling of a meeting of Holders; or or (viv) modify modifying the obligation percentage in principal amount of the Company Step-Up Notes, the consent of Holders which is required to maintain an office waive a past Default or agency outside the United States for the purposes specified hereinEvent of Default. Any Except as provided above, any modifications, amendments or waivers to the Fiscal Agency Agreement or to terms and conditions of the Conditions Step-Up Notes will be conclusive and binding on all holders Holders of the Step-Up Notes, whether or not they have given such consent or were present at such any meeting, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or CouponsStep-Up Notes, and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note or Coupon in connection with any consent to provided that any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note. (b) Notice of any meeting of holders of Notes, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 11 of the Conditions at least twice, the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notes, a person shall be (i) a holder of one or more Notes, including a beneficial owner of an interest in a Global Note with respect to the Notes, or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more Notes. The only persons who shall be entitled to be present or to speak at any meeting of holders of Notes shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Company and its counsel. (c) The persons entitled to vote a majority in aggregate principal amount of Notes at the time outstanding shall constitute a quorum was duly passed at a meeting convened for the purpose referred to above except as hereinafter provided. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum, the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be given only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for the lack of a quorum, the persons entitled to vote 25 per cent. in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes which shall constitute a quorum. (d) At a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution (except a resolution relating to any of the matters set out in Section 14(a)(i) to (vi) (inclusive)) shall be effectively passed and decided if passed and/or decided by the persons entitled to vote the lesser of (i) a majority in aggregate principal amount of the Notes then outstanding and (ii) 75 per cent. in aggregate principal amount of the Notes represented and voting at the meeting. Any holder of Notes who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person duly appointed as proxy is present and has voted; provided that such holder of Notes shall be considered as present for the purposes of determining a quorum or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of holders of Notes duly held in accordance with this Section shall be binding on all the holders of Notes whether or not present or represented at the meeting. (e) The holding of Notes shall be proved by the production of such Notes or by a certificate, satisfactory to the Company, executed by any bank, banker, trust company or recognized securities dealer, wherever situated, satisfactory to the Company. Each such certificate shall be dated and shall state that on the date thereof a Note bearing a specified serial number and having a specified denomination was deposited with or exhibited to such bank, banker, trust company, or recognized securities dealer by the person named in such certificate or, in the case of Notes represented by beneficial interests in a Global Note, that such person is entitled to such beneficial interest and specifying the principal amount thereof. Any such certificate may be issued in respect of one or more Notes specified therein. The holding by the person named in any such certificate of any Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect to the same Note shall be produced, (ii) the Note specified in such certificate shall be produced by some other person or (iii) the Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature provisions of the person executing the proxy guaranteed by any bank, banker, trust company or London or New York Stock Exchange member firm satisfactory to the CompanyNegotiable Obligations Law. (f) The Company shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the Notes represented at the meeting. At any meeting, each holder of Notes or proxy shall be entitled to one vote for each £1,000 principal amount of Notes held or represented by him; provided that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a holder of Notes or proxy. Any meeting of holders of Notes duly called at which a quorum is present may be adjourned from time to time, and the meeting be held as so adjourned without further notice. (g) The vote upon any resolution submitted to any meeting of holders of Notes shall be by written ballot. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of holders of Notes shall be prepared by the secretary of the meeting and there shall be attached to the said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other duplicate to the Fiscal Agent to be preserved by the Fiscal Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (h) Notwithstanding anything to the contrary contained in Section 14(a) above, this Agreement and the Notes (including the Conditions) may be amended by the Company and the Fiscal Agent without the consent of any Noteholders or Couponholders, for the purpose of (i) adding to the covenants of the Company for the benefit of the holders of Notes or Coupons, (ii) surrendering any right or power conferred upon the Company, (iii) evidencing the succession of a corporation or other person to the Company and the assumption by such successor of the covenants and obligations of the Company in this Agreement and the Notes (including the Conditions), (iv) conforming anything herein or therein to conventions applicable to instruments denominated in euro or enabling the Notes to be consolidated with one or more issues of other notes as provided in Section 13(g) of the Conditions or (v) correcting or supplementing any provision contained herein or therein.

Meetings of Holders; Modification and Waiver. (a) Modifications and amendments The Fiscal Agency Agreement contains provisions for convening meetings of Holders of Notes of any Series to this Agreement consider any matter affecting their interests, including the modification of these Conditions or to the Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations provisions of the holders Fiscal Agency Agreement, provided that no modification of the Notes, Conditions or the Fiscal Agency Agreement may be made, and future compliance with or past default by the Company under any of the provisions hereof or thereof may be waived by the holders of the Notes, with made without the consent or affirmative vote (by person or by proxy) of the holders of at least a majority persons holding or representing no less than 75 percent in aggregate principal amount of Notes then represented at the relevant meeting of Holders of Notes of such Series which would (i) change the due date for any amount payable by the Republic under the Notes at the time outstanding, or of such lesser percentage as may act at a meeting Series; (ii) reduce or cancel any portion of the holders principal amount of the Notes held or the amount of interest or any other amount payable under the Notes or modify the rate of interest on the Notes of such Series; (iii) modify the currency of payment under the Notes of such Series; (iv) change the identity of any person obligated under the Notes of such Series or the release, in whole or in part, of any such person; or (v) modify the provisions of the Conditions or the Fiscal Agency Agreement relating to the quorum required at any meeting of Holders of Notes of such Series or the percentage of Holders of Notes of such Series required to pass any resolution or otherwise modify the provisions summarized in this paragraph. A resolution duly passed in accordance with the provisions set forth hereinof the Fiscal Agency Agreement at any meeting of Holders of Notes of such Series will be binding on all Holders of Notes of such Series, to be held whether or not they are present at such time the meeting and at such place as the Company shall determine; provided that no such modification, amendment whether or waiver maynote they vote in favor. (b) The Republic, without the consent of the holder Holders of each Note affected therebyNotes of any Series, (i) waive a default in the payment may make any modification to any of these Conditions or any of the principal provisions of or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation of the Company to pay Additional Amounts with respect to such Note; (iii) change the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend this Agreement or the Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of holders of Notes; or (vi) modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified herein. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to the Conditions will be conclusive and binding on all holders which in its opinion is for any of the Notes, whether or not they have given such consent or were present at such meeting, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or Coupons, and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note or Coupon in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note.following purposes: (b) Notice of any meeting of holders of Notes, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 11 of the Conditions at least twice, the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of holders of Notes, a person shall be (i) a holder of one or more Notes, including a beneficial owner of an interest in a Global Note with respect to the Notes, or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more Notes. The only persons who shall be entitled to be present or to speak at any meeting of holders of Notes shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Company and its counsel. (c) The persons entitled to vote a majority in aggregate principal amount of Notes at the time outstanding shall constitute a quorum at a meeting convened for the purpose referred to above except as hereinafter provided. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum, the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be given only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for the lack of a quorum, the persons entitled to vote 25 per cent. in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes which shall constitute a quorum. (d) At a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution (except a resolution relating to any of the matters set out in Section 14(a)(i) to (vi) (inclusive)) shall be effectively passed and decided if passed and/or decided by the persons entitled to vote the lesser of (i) a majority in aggregate principal amount of the Notes then outstanding and (ii) 75 per cent. in aggregate principal amount of the Notes represented and voting at the meeting. Any holder of Notes who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person duly appointed as proxy is present and has voted; provided that such holder of Notes shall be considered as present for the purposes of determining a quorum or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of holders of Notes duly held in accordance with this Section shall be binding on all the holders of Notes whether or not present or represented at the meeting. (e) The holding of Notes shall be proved by the production of such Notes or by a certificate, satisfactory to the Company, executed by any bank, banker, trust company or recognized securities dealer, wherever situated, satisfactory to the Company. Each such certificate shall be dated and shall state that on the date thereof a Note bearing a specified serial number and having a specified denomination was deposited with or exhibited to such bank, banker, trust company, or recognized securities dealer by the person named in such certificate or, in the case of Notes represented by beneficial interests in a Global Note, that such person is entitled to such beneficial interest and specifying the principal amount thereof. Any such certificate may be issued in respect of one or more Notes specified therein. The holding by the person named in any such certificate of any Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect to the same Note shall be produced, (ii) the Note specified in such certificate shall be produced by some other person or (iii) the Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy guaranteed by any bank, banker, trust company or London or New York Stock Exchange member firm satisfactory to the Company. (f) The Company shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the Notes represented at the meeting. At any meeting, each holder of Notes or proxy shall be entitled to one vote for each £1,000 principal amount of Notes held or represented by him; provided that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a holder of Notes or proxy. Any meeting of holders of Notes duly called at which a quorum is present may be adjourned from time to time, and the meeting be held as so adjourned without further notice. (g) The vote upon any resolution submitted to any meeting of holders of Notes shall be by written ballot. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of holders of Notes shall be prepared by the secretary of the meeting and there shall be attached to the said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other duplicate to the Fiscal Agent to be preserved by the Fiscal Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. (h) Notwithstanding anything to the contrary contained in Section 14(a) above, this Agreement and the Notes (including the Conditions) may be amended by the Company and the Fiscal Agent without the consent of any Noteholders or Couponholders, for the purpose of (i) adding add to the covenants of the Company Republic for the benefit of the holders Holders of the Notes of such Series or Coupons, (ii) surrendering surrender any right or power conferred upon the Company, Republic in the Fiscal Agency Agreement; or (ii) to add any additional Events of Default; or (iii) evidencing to evidence and provide for the succession acceptance of appointment under the Fiscal Agency Agreement by a corporation successor Fiscal Agent or other person Agent and to the Company and the assumption by such successor add to or change any of the covenants and obligations provisions of the Company in this Fiscal Agency Agreement and as shall be necessary to provide for, or facilitate the Notes (including administration of, the Conditions), Fiscal Agency Agreement; or (iv) conforming anything to cure any ambiguity or to correct or supplement any provision herein or in the Fiscal Agency Agreement that may be inconsistent with any other provision herein or therein or that is otherwise defective or to conventions applicable make any other provision with respect to instruments denominated in euro matters or enabling questions arising under the Notes Fiscal Agency Agreement as the Republic may deem necessary or desirable, provided that such action pursuant to be consolidated with one or more issues of other notes as provided in Section 13(gthis clause (iv) shall not adversely affect the interest of the Conditions or Holder of Notes of such Series in any material respect; or (v) correcting or supplementing to correct a manifest error; or (vi) to make any provision contained herein or thereinother change that does not adversely affect the rights of any Holder of such Series. (c) Any such modification shall be binding on the Holders of Notes of such Series and shall be notified to the Holders of Notes of such Series by the Republic in accordance with Condition 14 as soon as practicable.

Meetings of Holders; Modification and Waiver. (a) Modifications and amendments to this The Agency Agreement or to the Conditions, insofar as such modifications or amendments affect the rights, powers, duties or obligations contains provisions for convening meetings of the holders Holders to consider any matter affecting their interests, including approving by Extraordinary Resolution (as defined in the Agency Agreement) a modification of the NotesInstruments, the Coupons, or certain provisions of the Agency Agreement. Such a meeting may be made, and future compliance with or past default convened by the Company under any Issuer, the Guarantor, or Holders holding not less than 33.00 per cent. of the provisions hereof or thereof may be waived by the holders Instruments of the Notes, with the consent relevant Series that at such time remain outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing a clear majority of the holders of at least a majority in aggregate principal amount Instruments of the Notes relevant Series that at the such time remain outstanding, or at any adjourned meeting one or more persons being or representing Holders, except that at any meeting the business of such lesser percentage as may act at a meeting which includes the modification of certain provisions of the holders Instruments or the Coupons (including modifying the date of maturity or expiration of the Notes held in accordance with Instruments or any date for payment or altering the provisions set forth herein, to be held at such time and at such place as the Company shall determine; provided that no such modification, amendment or waiver may, without the consent currency of the holder of each Note affected thereby, (i) waive a default in the payment of interest thereon, reducing or canceling the principal of or interest (including Additional Amounts, if any) on any such Note, or change the stated maturity of the principal of or any instalment of interest on any such Note; (ii) reduce the principal amount of Notional Amount or the rate of interest (including Additional Amounts, if any) on any such Note or change the obligation payable in respect of the Company to pay Additional Amounts with respect to such Note; (iii) change Instruments), the currency of payment of principal of or interest on any such Note; (iv) impair the right to institute suit necessary quorum for the enforcement of any such payment on or with respect to any such Note; (v) reduce the percentage of aggregate principal amount of Notes outstanding necessary to modify or amend this Agreement or the Conditions or reduce the percentage of votes required for the adoption of any action at a meeting of holders of Notes; or (vi) modify the obligation of the Company to maintain passing an office or agency outside the United States for the purposes specified herein. Any modifications, amendments or waivers to the Fiscal Agency Agreement or to the Conditions Extraordinary Resolution will be conclusive and binding on all holders of the Notes, whether one or not they have given such consent more persons holding or were present at such meeting, and on all holders of Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes or Coupons, and on all future holders of Notes and Coupons. Any instrument given by or on behalf of any holder of a Note or Coupon in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note. (b) Notice of any meeting of holders of Notes, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 11 of the Conditions at least twice, the first publication to be representing not less than 20 nor more two-thirds, or at any adjourned such meeting not less than 180 days prior to one-third, of the date fixed for the meetingapplicable Instruments that at such time remain outstanding. To be entitled to vote An Extraordinary Resolution passed at any meeting of holders of Notes, a person shall be (i) a holder of one or more Notes, including a beneficial owner of an interest in a Global Note with respect to the Notes, or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more Notes. The only persons who shall be entitled to be present or to speak at any meeting of holders of Notes shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Company and its counsel. (c) The persons entitled to vote a majority in aggregate principal amount of Notes at the time outstanding shall constitute a quorum at a meeting convened for the purpose referred to above except as hereinafter provided. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum, the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be given only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for the lack of a quorum, the persons entitled to vote 25 per cent. in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes which shall constitute a quorum. (d) At a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution (except a resolution relating to any of the matters set out in Section 14(a)(i) to (vi) (inclusive)) shall be effectively passed and decided if passed and/or decided by the persons entitled to vote the lesser of (i) a majority in aggregate principal amount of the Notes then outstanding and (ii) 75 per cent. in aggregate principal amount of the Notes represented and voting at the meeting. Any holder of Notes who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person duly appointed as proxy is present and has voted; provided that such holder of Notes shall be considered as present for the purposes of determining a quorum or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of holders of Notes duly held in accordance with this Section Holders shall be binding on all the holders of Notes Holders and on all Couponholders, whether or not they are present or represented at the meeting. (e) The holding of Notes shall be proved by the production of such Notes or by a certificate, satisfactory to the Company, executed by any bank, banker, trust company or recognized securities dealer, wherever situated, satisfactory to the Company. Each such certificate shall be dated and shall state that on the date thereof a Note bearing a specified serial number and having a specified denomination was deposited with or exhibited to such bank, banker, trust company, or recognized securities dealer by the person named in such certificate or, in the case of Notes represented by beneficial interests in a Global Note, that such person is entitled to such beneficial interest and specifying the principal amount thereof. Any such certificate may be issued in respect of one or more Notes specified therein. The holding by the person named in any such certificate of any Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect to the same Note shall be produced, (ii) the Note specified in such certificate shall be produced by some other person or (iii) the Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy guaranteed by any bank, banker, trust company or London or New York Stock Exchange member firm satisfactory to the Company. (f) The Company shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the Notes represented at the meeting. At any meeting, each holder of Notes or proxy shall be entitled to one vote for each £1,000 principal amount of Notes held or represented by him; provided that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by Without the chairman consent of the meeting to be not outstanding. The chairman of Holders or Couponholders, the meeting shall have no right to vote except as a holder of Notes or proxy. Any meeting of holders of Notes duly called at which a quorum is present may be adjourned from time to timePaying Agent, the Issuer, and the meeting be held as so adjourned without further notice.Guarantor may agree to modifications of or amendments to the Agency Agreement, the Instruments, the Coupons, or the Senior Guarantee Agreement, for any of the following purposes: (ga) The vote upon to evidence the succession of another entity to the Issuer and the assumption by any resolution submitted to any meeting of holders of Notes shall be by written ballot. The permanent chairman such successor of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary covenants of the meeting their verified written reports Issuer or the Guarantor in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of holders of Notes shall be prepared by the secretary of the meeting and there shall be attached to the said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other duplicate to the Fiscal Agent to be preserved by the Fiscal AgentAgency Agreement, the latter to have attached thereto Senior Guarantee Agreement, the ballots voted at Instruments, or the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.Coupons; (hb) Notwithstanding anything to the contrary contained in Section 14(a) above, this Agreement and the Notes (including the Conditions) may be amended by the Company and the Fiscal Agent without the consent of any Noteholders or Couponholders, for the purpose of (i) adding add to the covenants of the Company Issuer for the benefit of the holders of Notes Holders and the Couponholders, or Coupons, (ii) surrendering to surrender any right or power herein conferred upon the CompanyIssuer or the Guarantor; (c) to relax or eliminate the restrictions on payment of principal and interest in respect of the Certificates or Coupons in The Netherlands and the United States or its possessions, provided that such payment is permitted by United States and Netherlands tax laws and regulations then in effect and provided that no adverse tax consequences would result to the Holders or the Couponholders; (iiid) evidencing to cure any ambiguity, to correct or supplement any defective provision herein or any provision which may be inconsistent with any other provision herein; (e) to make any other provisions with respect to matters or questions arising under the succession Instruments, the Senior Guarantee Agreement, or the Agency Agreement, provided such action pursuant to this subclause (d) shall not adversely affect the interests of the Holders or the Couponholders; (f) to authorize or facilitate the issuance of Instruments in registered form; (g) to facilitate the issuance of Instruments in accordance with the laws of a corporation particular country; and (h) to permit further issuances of Instruments in accordance with the terms of the Program Agreement. Any such modification or other person amendment shall be binding on the Holders and the Couponholders and any such modification or amendment shall be notified to the Company Holders and the assumption by such successor of the covenants and obligations of the Company Couponholders in this Agreement and the Notes (including the Conditions), (iv) conforming anything herein or therein to conventions applicable to instruments denominated in euro or enabling the Notes to be consolidated accordance with one or more issues of other notes General Instrument Condition 18 as provided in Section 13(g) of the Conditions or (v) correcting or supplementing any provision contained herein or thereinsoon as practicable thereafter.