Negotiability. This Permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this Permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this Permanent Global Note and the Issuer has waived against such holder and any previous holder of this Permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment to, or to the order of, the bearer of this Permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this Permanent Global Note. No provisions of this Permanent Global Note shall alter or impair the obligation of the Issuer [and the Guarantor]*** to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions [and the Guarantee]***. This Permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].**** This Permanent Global Note shall be governed by and construed in accordance with English law and the Issuer irrevocably submits to the jurisdiction of the English courts in London in connection herewith. In witness whereof the Issuer has caused this Permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. [HOLCIM FINANCE (LUXEMBOURG) S.A.] [HOLCIM US FINANCE (LUXEMBOURG) S.A.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* By**: ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance (Luxembourg) S.A., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication This Permanent Global Note is authenticated by or on behalf of the Fiscal Agent. CITIBANK, N.A., London Branch as Fiscal Agent By: Authorised signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this Permanent Global Note, (ii) exchanges of interests in a Temporary Global Note for interests in this Permanent Global Note, (iii) exchanges of the whole or a part of this Permanent Global Note for Definitive Notes, for Registered Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this Permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this Permanent Global Note have been made, resulting in the nominal amount of this Permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this Permanent Global Note Reason for increase/decrease in nominal amount of this Permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this Permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE.] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this Permanent Global Note: Date of exercise Nominal Amount of this Permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Note [HOLCIM FINANCE (LUXEMBOURG) S.A. (a public limited liability company (société anonyme) incorporated for an unlimited duration under the laws of the Grand-Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE (LUXEMBOURG) S.A. (a société anonyme, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 112666)] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V. (a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and which is registered with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated under the laws of Switzerland, whose registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number CHE-100.136.893)]* EUR 15,000,000,000 Euro Medium Term Note Programme [guaranteed by HOLCIM LTD]** TEMPORARY GLOBAL NOTE Temporary Global Note No. [●] This Temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of [Holcim Finance (Luxembourg) S.A.], [Holcim US Finance (Luxembourg) S.A.], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* (the “Issuer”) [and guaranteed by Holcim Ltd (the “Guarantor”)]**. Interpretation and Definitions References in this Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 3 August 2023 between the Issuer, the other issuers named therein, the Guarantor, Citibank, N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part * Delete as applicable. ** Delete for Notes issued by Holcim Ltd A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this Temporary Global Note is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby,
Appears in 1 contract
Samples: Agency Agreement
Negotiability. This Permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this Permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this Permanent Global Note and the Issuer has waived against such holder and any previous holder of this Permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment to, or to the order of, the bearer of this Permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this Permanent Global Note. No provisions of this Permanent Global Note shall alter or impair the obligation of the Issuer [and the Guarantor]*** to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions [and the Guarantee]***. This Permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].**** This Permanent Global Note shall be governed by and construed in accordance with English law and the Issuer irrevocably submits to the jurisdiction of the English courts in London in connection herewith. In witness whereof the Issuer has caused this Permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. [HOLCIM FINANCE (LUXEMBOURG) S.A.] [HOLCIM US FINANCE (LUXEMBOURG) S.A.S.À X.X. & CIE S.C.S.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* By**: LTD]* * Include for Notes listed on the Luxembourg Stock Exchange. ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. By**: ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance (Luxembourg) S.A.S.à x.x. & Cie S.C.S., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication This Permanent Global Note is authenticated by or on behalf of the Fiscal Agent. CITIBANK, N.A., London Branch as Fiscal Agent By: Authorised signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this Permanent Global Note, (ii) exchanges of interests in a Temporary Global Note for interests in this Permanent Global Note, (iii) exchanges of the whole or a part of this Permanent Global Note for Definitive Notes, for Registered Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this Permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this Permanent Global Note have been made, resulting in the nominal amount of this Permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this Permanent Global Note Reason for increase/decrease in nominal amount of this Permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this Permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE.] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this Permanent Global Note: Date of exercise Nominal Amount of this Permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C C Form of NGN Temporary Global Note [HOLCIM FINANCE (LUXEMBOURG) S.A. (a public limited liability company (société anonyme) incorporated for an unlimited duration under the laws of the Grand-Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE (LUXEMBOURG) S.A. S.À X.X. & CIE S.C.S. (a société anonymeen commandite simple, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 112666)] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V. (a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and which is registered with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated under the laws of Switzerland, whose registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number CHE-100.136.893)]* EUR 15,000,000,000 Euro Medium Term Note Programme [guaranteed by HOLCIM LTD]** TEMPORARY GLOBAL NOTE Temporary Global Note No. [●] This Temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of [Holcim Finance (Luxembourg) S.A.], [Holcim US Finance (Luxembourg) S.A.], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* (the “Issuer”) [and guaranteed by Holcim Ltd (the “Guarantor”)]**. Interpretation and Definitions References in this Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 3 August 2023 between the Issuer, the other issuers named therein, the Guarantor, Citibank, N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part * Delete as applicable. ** Delete for Notes issued by Holcim Ltd A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this Temporary Global Note is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby,
Appears in 1 contract
Samples: Agency Agreement
Negotiability. This Permanent permanent Global Note Bond is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this Permanent permanent Global Note Bond is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this Permanent permanent Global Note Bond and the Issuer has waived against such holder and any previous holder of this Permanent permanent Global Note Bond all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global NoteBond; and 3 payment to, or to the order of, the bearer upon due presentation of this Permanent permanent Global Note Bond as provided herein shall operate as a good discharge against such holder and all previous holders of this Permanent permanent Global NoteBond. No provisions of this Permanent permanent Global Note Bond shall alter or impair the obligation of the Issuer [and the Guarantor]*** Guarantor to pay the principal and premium of and interest on the Notes Bonds when due in accordance with the Conditions [and the Guarantee]***. This Permanent permanent Global Note Bond shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal AgentIssuing and Paying Agent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].**** This Permanent permanent Global Note shall be Bond and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law and the Issuer irrevocably submits to the jurisdiction of the English courts in London in connection herewithlaw. In witness whereof the Issuer has caused this Permanent permanent Global Note Bond to be duly signed on its behalf. Dated as of the Issue Date. [HOLCIM FINANCE ELLEVIO AB (LUXEMBOURGPUBL) S.A.] [HOLCIM US FINANCE (LUXEMBOURG) S.A.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* By**: ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance (Luxembourg) S.A., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication CERTIFICATE OF AUTHENTICATION This Permanent permanent Global Note Bond is authenticated by or on behalf of the Fiscal Issuing and Paying Agent. CITIBANK, N.A., London Branch LONDON BRANCH as Fiscal Issuing and Paying Agent By: Authorised signatory Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Effectuation This permanent Global Note The following (i) issues of Notes initially represented by this Permanent Global Note, (ii) exchanges of interests in a Temporary Global Note for interests in this Permanent Global Note, (iii) exchanges of the whole or a part of this Permanent Global Note for Definitive Notes, for Registered Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this Permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this Permanent Global Note have been made, resulting in the nominal amount of this Permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this Permanent Global Note Reason for increase/decrease in nominal amount of this Permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this Permanent Global Note following such increase/decrease Notation made Bond is effectuated by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under Common Safekeeper. EUROCLEAR BANK SA/NV as Common Safekeeper By: Authorised Signatory Schedule [Insert the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf provisions of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest relevant Final Terms that relate to the Conditions or Interest Amount in respect of this Permanent the Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of Bonds as the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULESchedule.] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this Permanent Global Note: Date of exercise Nominal Amount of this Permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C E Form of NGN Temporary Global Note [HOLCIM FINANCE Certificate THE BONDS IN RESPECT OF WHICH THIS GLOBAL CERTIFICATE IS ISSUED AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (LUXEMBOURGTHE “SECURITIES ACT”) S.A. OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB (a public PUBL) (Incorporated with limited liability company (société anonyme) incorporated for an unlimited duration under the laws of the GrandSweden with registered number 556037-Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE 7326) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB (LUXEMBOURG) S.A. (a société anonyme, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 112666)] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V. (a private company Incorporated with limited liability (besloten vennootschap met beperkte aansprakelijkheidin Sweden with registered number 559005-2451) incorporated under the laws of the Netherlands, whose registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and which is registered with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated under the laws of Switzerland, whose registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number CHE-100.136.893)]* EUR 15,000,000,000 Euro Medium Term Note Programme [guaranteed by HOLCIM LTD]** TEMPORARY GLOBAL NOTE Temporary CERTIFICATE Global Note Certificate No. [●] This Temporary Global Note Certificate is issued in respect of the Notes Bonds (the “NotesBonds”) of the Tranche Sub-Class and Series specified in Part A of the Schedule hereto of [Holcim Finance Ellevio AB (Luxembourgpubl) S.A.], [Holcim US Finance (Luxembourg) S.A.], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* (the “Issuer”) [and guaranteed by Holcim Ltd Ellevio Holding 4 AB (the “Guarantor”)]**. Interpretation and Definitions References This Global Certificate certifies that the person whose name is entered in this Temporary Global Note to the Register (the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency AgreementRegistered Holder”) dated 3 August 2023 between is registered as the Issuerholder of an issue of Bonds of the nominal amount, the other issuers named therein, the Guarantor, Citibank, N.A., London Branch as fiscal agent specified currency and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Global Note (including the supplemental definitions and any modifications or additions specified denomination set out in Part * Delete as applicable. ** Delete for Notes issued by Holcim Ltd A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Schedule hereto specifies and that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this Temporary Global Note Registered Holder is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount nominee of the Notes from time to time entered in the records of both Common Safekeeper for Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby,Luxembourg.
Appears in 1 contract
Samples: www.ellevio.se
Negotiability. This Permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this Permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this Permanent Global Note and the Issuer has waived against such holder and any previous holder of this Permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment to, or to the order of, the bearer of this Permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this Permanent Global Note. No provisions of this Permanent Global Note shall alter or impair the obligation of the Issuer [and the Guarantor]*** Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions [and the Guarantee]***. This Permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal AgentAgent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].**** This Permanent Global Note shall be governed by and construed in accordance with English law and the Issuer irrevocably submits to the jurisdiction of the English courts in London of England in connection herewith. In witness whereof the Issuer has caused this Permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. [HOLCIM FINANCE (LUXEMBOURG) S.A.] [HOLCIM US FINANCE (LUXEMBOURG) S.A.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* S.A. By**: ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance (Luxembourg) S.A., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. By: Certificate of Authentication This Permanent Global Note is authenticated by or on behalf of the Fiscal Agent. CITIBANK, N.A., London Branch as Fiscal Agent By: Authorised signatory For the purposes of authentication only. Effectuation This Permanent Global Note is effectuated by or on behalf of the Common Safekeeper. Euroclear Bank SA/NV as Common Safekeeper By: Authorised signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Direct Enforcement Rights This Global Note The following (i) issues of Notes initially represented by this Permanent Global Note, (ii) exchanges of interests in has effect as a Temporary Global Note for interests deed poll conferring on Relevant Account Holders the Direct Rights referred to in this Permanent Global Note, (iii) exchanges of the whole or a part of this Permanent Global Note for Definitive Notes, for Registered Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this Permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this Permanent Global Note have been made, resulting in the nominal amount of this Permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this Permanent Global Note Reason for increase/decrease in nominal amount of this Permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this Permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE.] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal principal amount of this Permanent Global Note: Date of exercise Nominal Amount Notes stated in paragraph 5 of this Permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Note [HOLCIM FINANCE (LUXEMBOURG) S.A. (a public limited liability company (société anonyme) incorporated for an unlimited duration under the laws of the Grand-Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE (LUXEMBOURG) S.A. (a société anonyme, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 112666)] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V. (a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and which is registered with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated under the laws of Switzerland, whose registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number CHE-100.136.893)]* EUR 15,000,000,000 Euro Medium Term Note Programme [guaranteed by HOLCIM LTD]** TEMPORARY GLOBAL NOTE Temporary Global Note No. [●] This Temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of [Holcim Finance (Luxembourg) S.A.], [Holcim US Finance (Luxembourg) S.A.], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* (the “Issuer”) [and guaranteed by Holcim Ltd (the “Guarantor”)]**. Interpretation and Definitions References in this Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 3 August 2023 between the Issuer, the other issuers named therein, the Guarantor, Citibank, N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part * Delete as applicable. ** Delete for Notes issued by Holcim Ltd A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this Temporary Global Note is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby,Schedule.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Negotiability. This Permanent permanent Global Note Bond is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this Permanent permanent Global Note Bond is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this Permanent permanent Global Note Bond and the Issuer has waived against such holder and any previous holder of this Permanent permanent Global Note Bond all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global NoteBond; and 3 payment to, or to the order of, the bearer upon due presentation of this Permanent permanent Global Note Bond as provided herein shall operate as a good discharge against such holder and all previous holders of this Permanent permanent Global NoteBond. No provisions of this Permanent permanent Global Note Bond shall alter or impair the obligation of the Issuer [and the Guarantor]*** Guarantor to pay the principal and premium of and interest on the Notes Bonds when due in accordance with the Conditions [and the Guarantee]***. This Permanent permanent Global Note Bond shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Issuing and Paying Agent. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].**** This Permanent permanent Global Note shall be Bond and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law and the Issuer irrevocably submits to the jurisdiction of the English courts in London in connection herewithlaw. In witness whereof the Issuer has caused this Permanent permanent Global Note Bond to be duly signed on its behalf. Dated as of the Issue Date. [HOLCIM FINANCE ELLEVIO AB (LUXEMBOURGPUBL) S.A.] [HOLCIM US FINANCE (LUXEMBOURG) S.A.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* By**: ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance (Luxembourg) S.A., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication CERTIFICATE OF AUTHENTICATION This Permanent permanent Global Note Bond is authenticated by or on behalf of the Fiscal Issuing and Paying Agent. CITIBANK, N.A., London Branch LONDON BRANCH as Fiscal Issuing and Paying Agent By: Authorised signatory Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount amount of Notes Represented Bonds represented by this Permanent permanent Global Note Bond The following (i) issues of Notes Bonds initially represented by this Permanent permanent Global NoteBond, (ii) exchanges of interests in a Temporary temporary Global Note Bond for interests in this Permanent permanent Global NoteBond, (iii) exchanges of the whole or a part of this Permanent permanent Global Note Bond for Definitive Notes, for Registered Notes or for Direct Rights under the Deed of CovenantBonds, (iv) cancellations or forfeitures of interests in this Permanent permanent Global Note Bond and/or (v) payments of amounts payable upon redemption in respect of this Permanent permanent Global Note Bond have been made, resulting in the nominal amount of this Permanent permanent Global Note Bond specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this Permanent permanent Global Note Bond Reason for increase/decrease in nominal amount of this Permanent permanent Global Note Bond (initial issue, exchange, cancellation, redemption purchase forfeiture or payment, stating amount of payment made) Nominal Amount amount of this Permanent permanent Global Note Bond following such increase/decrease Notation made by or on behalf of the Fiscal Issuing and Paying Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount (as defined in the Conditions) in respect of this Permanent Global Note Bond have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Issuing and Paying Agent The Third Schedule [INSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULEInsert the provisions of the relevant Final Terms that relate to the Conditions or the Global Bonds as the Third Schedule.] The Fourth Schedule Exercise of NoteholdersBondholders’ Option The following exercises of the option of the Noteholders Bondholders provided for in the Conditions have been made in respect of the stated nominal amount of this Permanent permanent Global NoteBond: Date of exercise Nominal Amount amount of this Permanent permanent Global Note Bond in respect of which exercise is made Date on of which exercise of such option is effective Notation made by or on behalf of the Fiscal Issuing and Paying Agent Schedule 1 Part C C Form of NGN Temporary Global Note [HOLCIM FINANCE Bond THIS NGN TEMPORARY GLOBAL BOND AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (LUXEMBOURGTHE “SECURITIES ACT”) S.A. OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NEITHER THIS NGN TEMPORARY GLOBAL BOND NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ELLEVIO AB (a public PUBL) (Incorporated with limited liability company (société anonyme) incorporated for an unlimited duration under the laws of the GrandSweden with registered number 556037-Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE 7326) MULTICURRENCY BOND PROGRAMME guaranteed by ELLEVIO HOLDING 4 AB (LUXEMBOURG) S.A. (a société anonyme, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 112666)] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V. (a private company Incorporated with limited liability (besloten vennootschap met beperkte aansprakelijkheidin Sweden with registered number 559005-2451) incorporated under the laws of the Netherlands, whose registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and which is registered with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated under the laws of Switzerland, whose registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number CHE-100.136.893)]* EUR 15,000,000,000 Euro Medium Term Note Programme [guaranteed by HOLCIM LTD]** TEMPORARY GLOBAL NOTE BOND Temporary Global Note Bond No. [●] This Temporary temporary Global Note Bond is issued in respect of the Notes Bonds (the “NotesBonds”) of the Tranche Sub-Class and Series specified in Part A of the Schedule hereto of [Holcim Finance Ellevio AB (Luxembourgpubl) S.A.], [Holcim US Finance (Luxembourg) S.A.], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* (the “Issuer”) [and guaranteed by Holcim Ltd Ellevio Holding 4 AB (the “Guarantor”)]**. Interpretation and Definitions References in this Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 3 August 2023 between the Issuer, the other issuers named therein, the Guarantor, Citibank, N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part * Delete as applicable. ** Delete for Notes issued by Holcim Ltd A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this Temporary Global Note is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby,.
Appears in 1 contract
Samples: www.ellevio.se
Negotiability. This Permanent permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 Conditions the holder of this Permanent permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemptionRedemption Amount, interest or otherwise payable in respect of this Permanent permanent Global Note and the Issuer has waived against such holder and any previous holder of this Permanent permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; Note and 3 payment to, or to the order of, the bearer upon due presentation of this Permanent permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this Permanent permanent Global Note. Trustee’s Powers In considering the interests of Noteholders while this permanent Global Note is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders or participants with entitlements to this permanent Global Note and may consider such interests as if such accountholders or participants were the holder(s) of the Notes represented by this permanent Global Note. No provisions of this Permanent permanent Global Note shall alter or impair the obligation of the Issuer [and the Guarantor]*** to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions [Conditions. The Issuer and the Guarantee]***Guarantor may deem and treat the bearer hereof as the absolute owner of this permanent Global Note for all purposes (whether or not this permanent Global Note shall be overdue and notwithstanding any notice of ownership or writing hereon or notice of any previous loss or theft or trust or other interest herein). Back to Contents No rights are conferred on any person under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this permanent Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act. This Permanent permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Issuing and Paying Agent. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].**** This Permanent permanent Global Note shall be governed by and construed in accordance with English law and the Issuer irrevocably submits to the jurisdiction of the English courts in London in connection herewithlaw. In witness whereof the Issuer has caused this Permanent permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. [HOLCIM FINANCE (LUXEMBOURG) S.A.] [HOLCIM US FINANCE (LUXEMBOURG) S.A.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* INTERCONTINENTAL HOTELS GROUP PLC By**: ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance (Luxembourg) S.A., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication CERTIFICATE OF AUTHENTICATION This Permanent permanent Global Note is authenticated by or on behalf of the Fiscal AgentIssuing and Paying Agent without recourse, warranty and liability. CITIBANK, N.A., London Branch HSBC Bank plc as Fiscal Issuing and Paying Agent By: Authorised signatory Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER Back to Contents THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount FIRST SCHEDULE Principal amount of Notes Represented represented by this Permanent permanent Global Note The following (i) issues of Notes initially represented by this Permanent permanent Global Note, (ii) exchanges of interests in a Temporary temporary Global Note for interests in this Permanent permanent Global Note, (iii) exchanges of the whole or a part of this Permanent permanent Global Note for Definitive Notes, for Registered Notes or for Direct Rights under the Deed of CovenantRegistered Notes, (iv) cancellations or forfeitures of interests in this Permanent permanent Global Note and/or and or (v) payments of amounts payable upon redemption Redemption Amount in respect of this Permanent permanent Global Note have been made, resulting in the nominal principal amount of this Permanent permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal principal amount of this Permanent permanent Global Note Reason for increase/decrease in nominal principal amount of this Permanent permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount Principal amount of this Permanent permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Issuing and Paying Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Back to Contents THE SECOND SCHEDULE Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Issuing and Paying Agent The [Insert the provisions of the relevant Pricing Supplement that relate to the Conditions or the Global Notes as the Third Schedule [INSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULESchedule.] The Fourth Schedule Back to Contents THE FOURTH SCHEDULE Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal principal amount of this Permanent permanent Global Note: Principal amount of this permanent Global Date of exercise Nominal Amount of this Permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on Date of Note in respect of exercise of such behalf of the Fiscal Issuing and exercise which exercise is made option is effective Paying Agent Schedule 1 Part C Form of NGN Temporary Global Note [HOLCIM FINANCE Back to Contents SCHEDULE 3 FORM OF GLOBAL CERTIFICATE INTERCONTINENTAL HOTELS GROUP PLC (LUXEMBOURG) S.A. (a public limited liability company (société anonyme) incorporated for an unlimited duration under the laws of the Grand-Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE (LUXEMBOURG) S.A. (a société anonyme, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 112666)] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V. (a private company Incorporated with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in England and Wales under the laws of the Netherlands, whose Companies Acts 1985 to 1989 with registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, number 4551528) Unconditionally and which is registered irrevocably guaranteed by SIX CONTINENTS PLC (Incorporated with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated in England and Wales under the laws of Switzerland, whose Companies Xxx 0000 with registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number CHE-100.136.893)]* EUR 15,000,000,000 Euro Medium Term Note Programme [guaranteed by HOLCIM LTD]** TEMPORARY 913450) DEBT ISSUANCE PROGRAMME GLOBAL NOTE Temporary CERTIFICATE Global Note Certificate No. [●[ ] Registered Holder: Address of Registered Holder: Principal amount of Notes represented by this Global Certificate: This Temporary Global Note Certificate is issued in respect of the principal amount specified above of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of [Holcim Finance (Luxembourg) S.A.], [Holcim US Finance (Luxembourg) S.A.], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* InterContinental Hotels Group PLC (the “Issuer”) [and guaranteed by Holcim Ltd Six Continents PLC. This Global Certificate certifies that the Registered Holder (as defined above) is registered as the “Guarantor”)]**holder of such principal amount of the Notes at the date hereof. Interpretation and Definitions References in this Temporary Global Note Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C 6 to the Amended and Restated Agency Agreement Trust Deed dated 24th September, 2003 (as amended, restated amended or supplemented as at the Issue Date, the “Agency Agreement”Trust Deed) dated 3 August 2023 between the Issuer, the other issuers named therein, the Guarantor, Citibank, N.A., London Branch Six Continents PLC as fiscal agent guarantor and the other agents named in itHSBC Trustee (C.I.) Limited as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Global Note Certificate (including the supplemental definitions and any modifications or additions set out in Part * Delete as applicable. ** Delete for Notes issued by Holcim Ltd A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note Certificate shall have the meanings given to them in the Conditions or the Trust Deed. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Global Certificate) surrender of this Global Certificate on the Maturity Date (or on such earlier date as the Redemption Amount may become repayable in accordance with the Conditions) the Redemption Amount in respect of the Notes represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Back to Contents For the purposes of this Global Certificate, (a) the holder of the Notes represented by this Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Global Certificate. Transfer of Notes represented by permanent Global Certificates If the Schedule hereto specifies states that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”Notes are to be represented by a permanent Global Certificate on issue, this Temporary Global Note is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount transfers of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue holding of Notes represented hereby,by this Global Certificate pursuant to Condition 2(b) may only be made in part:
Appears in 1 contract
Negotiability. This Permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions; 2 the holder of this Permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this Permanent Global Note and the Issuer has waived against such holder and any previous holder of this Permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note; and 3 payment to, or to the order of, the bearer of this Permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this Permanent Global Note. No provisions of this Permanent Global Note shall alter or impair the obligation of the Issuer [and the Guarantor]*** to pay the principal and premium of and interest on the Notes when due in accordance with the Conditions [and the Guarantee]***. This Permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. At the date hereof, the outstanding amount on notes issued by Holcim Finance (Luxembourg) S.A. is [to be completed].*** * Include for Notes listed on the Luxembourg Stock Exchange. ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. * Delete as applicable. ** Include for Notes issued by Holcim Finance (Luxembourg) S.A. This Permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent and effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This Permanent Global Note shall be governed by and construed in accordance with English law and the Issuer irrevocably submits to the jurisdiction of the English courts in London in connection herewith. In witness whereof the Issuer has caused this Permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. [HOLCIM FINANCE (LUXEMBOURG) S.A.] [HOLCIM US FINANCE (LUXEMBOURG) S.A.S.À X.X. & CIE S.C.S.] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V.] [HOLCIM LTD]* LTD]*** By**: ** Include for Notes listed, and/or admitted to trading, on an exchange other than the Luxembourg Stock Exchange. *** Delete as applicable. **** Include for Notes issued by Holcim Finance (Luxembourg) S.A. * Delete as applicable. ** In the case of Holcim Finance (Luxembourg) S.A., Holcim US Finance (Luxembourg) S.A.S.à x.x. & Cie S.C.S., Holcim Sterling Finance (Netherlands) B.V. and Holcim Ltd, two authorised signatories to sign the notice. Certificate of Authentication This Permanent Global Note is authenticated by or on behalf of the Fiscal Agent. CITIBANK, N.A., London Branch as Fiscal Agent By: Authorised signatory For the purposes of authentication only. Effectuation This Permanent Global Note is effectuated by or on behalf of the Common Safekeeper. Clearstream Banking S.A./ Euroclear Bank SA/NV as Common Safekeeper By: Authorised signatory For the purposes of effectuation only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this Permanent Global Note, (ii) exchanges of interests in a Temporary Global Note for interests in this Permanent Global Note, (iii) exchanges of the whole or a part of this Permanent Global Note for Definitive Notes, for Registered Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this Permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this Permanent Global Note have been made, resulting in the nominal amount of this Permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this Permanent Global Note Reason for increase/decrease in nominal amount of this Permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this Permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF PART A OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE.] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this Permanent Global Note: Date of exercise Nominal Amount of this Permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C E Form of NGN Temporary Permanent Global Note Certificate [HOLCIM FINANCE (LUXEMBOURG) S.A. (a public limited liability company (société anonyme) incorporated for an unlimited duration under the laws of the Grand-Duchy of Luxembourg Luxembourg, whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 92528)] [HOLCIM US FINANCE (LUXEMBOURG) S.A. S.À X.X. & CIE S.C.S. (a société anonymeen commandite simple, incorporated under the laws of the Grand Duchy of Luxembourg whose registered office is at 00, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx, and which is registered with the Luxembourg Register of Commerce and Companies under number B 112666)] [HOLCIM FINANCE US LLC (incorporated in Delaware as a limited liability company formed on 31 August 2016, whose registered office is at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America)] [HOLCIM STERLING FINANCE (NETHERLANDS) B.V. (a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose registered office is at Xxxxxx Xxxxxxxxxxxxxx 00 X, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, and which is registered with the trade register maintained by the Dutch Chamber of Commerce under number 65563921)] [HOLCIM LTD (a limited liability company incorporated under the laws of Switzerland, whose registered office is at Xxxxxxxxxxx 00, 0000 Xxx, Xxxxxxxxxxx and which is registered with the Commercial Register of the Canton of Zug under number CHE-100.136.893)]* EUR 15,000,000,000 Euro Medium Term Note Programme EURO MEDIUM TERM NOTE PROGRAMME [guaranteed by HOLCIM LTD]** TEMPORARY PERMANENT GLOBAL NOTE Temporary CERTIFICATE Permanent Global Note Certificate No. [●] This Temporary Permanent Global Note Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of [Holcim Finance (Luxembourg) S.A.], [Holcim US Finance (Luxembourg) S.A.S.à x.x. & Cie S.C.S.], [Holcim Finance US LLC], [Holcim Sterling Finance (Netherlands) B.V.], [Holcim Ltd]* (the “Issuer”) [and guaranteed by Holcim Ltd (the “Guarantor”).]** This Permanent Global Certificate certifies that the person whose name is entered into the Register (the “Registered * Delete as applicable. ** Delete for Notes issued by Holcim Ltd. Holder”) is registered in the Register as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Temporary Permanent Global Note Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 3 4 August 2023 2021 between the Issuer, the other issuers named therein, the Guarantor, Citibank, N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Permanent Global Note Certificate (including the supplemental definitions and any modifications or additions set out in Part * Delete as applicable. ** Delete for Notes issued by Holcim Ltd part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note Certificate shall have the meanings given to them in the Conditions or the Agency Agreement. If Promise to Pay The Issuer, for value received, promises to pay to the Schedule hereto specifies Registered Holder of the Notes represented by this Permanent Global Certificate upon surrender of this Permanent Global Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Permanent Global Certificate and (unless the Notes represented by this Permanent Global Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the applicable TEFRA exemption calculation is either “TEFRA C” or “TEFRA not applicable”, this Temporary Global Note is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The made in respect of the total aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time represented by this Permanent Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to time the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except for 25 December and 1 January. For the purposes of this Permanent Global Certificate, (a) the holder of the Notes represented by this Permanent Global Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, Register as the case may be, upon (i) holder of the issue of Notes represented hereby,by this Permanent Global Certificate, (c) this Permanent Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Permanent Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Permanent Global Certificate.
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Samples: Agency Agreement