Common use of UK Bail-In Clause in Contracts

UK Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between the parties hereto, each party acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (i) the effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to any UK Bail-in Liability of any of the Underwriters under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: a. the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; b. the conversion of all, or a portion of, the UK Bail-in Liability into shares, other securities or other obligations of an Underwriter or another person, and the issue to or conferral on the other parties of such shares, securities or obligations; c. the cancellation of the UK Bail-in Liability; d. the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority, to give effect to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority.

UK Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding understandings between thereto, each of the parties hereto, each party to this Agreement acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant relevant UK Resolution Authorityresolution authority, and acknowledges, accepts, accepts and agrees to be bound by: (i) the effect of the exercise of UK Bail-in Powers by the Relevant relevant UK Resolution Authority resolution authority in relation to any UK Bail-in Liability of any of an Underwriter (the Underwriters “Relevant UK Bail-in Party”) to such other party under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: a. the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; b. the conversion of all, or a portion ofportion, of the UK Bail-in Liability into shares, other securities or other obligations of an Underwriter the Relevant BRRD Party or another person, and the issue to or conferral on the such other parties party to this Agreement of such shares, securities or obligations; c. the cancellation of the UK Bail-in Liability; d. the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authorityrelevant resolution authority, to give effect to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authorityrelevant resolution authority.

UK Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding understandings between thereto, each of the parties hereto, each party to this Agreement acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant relevant UK Resolution Authorityresolution authority, and acknowledges, accepts, and agrees to be bound by: (i) the effect of the exercise of UK Bail-in Powers by the Relevant relevant UK Resolution Authority resolution authority in relation to any UK Bail-in Liability of any of an Underwriter (the Underwriters “Relevant UK Bail-in Party”) to such other party under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: a. the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; b. the conversion of all, or a portion ofportion, of the UK Bail-in Liability into shares, other securities or other obligations of an Underwriter the Relevant BRRD Party or another person, and the issue to or conferral on the such other parties party to this Agreement of such shares, securities or obligations; c. the cancellation of the UK Bail-in Liability;; and d. the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authorityrelevant resolution authority, to give effect to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authorityrelevant resolution authority.

UK Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between any of the parties heretoUnderwriters and the Company, each party the Company acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (i) the effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to any UK Bail-in Liability of any of the Underwriters under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: a. (1) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; b. (2) the conversion of all, or a portion of, the UK Bail-in Liability into shares, other securities or other obligations of an Underwriter or another person, and the issue to or conferral on the other parties of such shares, securities or obligations; c. (3) the cancellation of the UK Bail-in Liability; d. (4) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority, to give effect to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority. (iii) As used in this Section 7(b): “Relevant UK Resolution Authority” means the resolution authority with the ability to exercise any UK Bail-in Powers in relation to the relevant Underwriter; “UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); “UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised; and “UK Bail-in Powers” means any powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers. Please confirm your agreement by (i) having an authorized officer sign a copy of this Agreement in the space set forth below and (ii) returning the signed copy to us. Very truly yours, HSBC Securities (USA) Inc. By /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director J.X. Xxxxxx Securities LLC By /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Executive Director Mxxxxx Sxxxxxx & Co. LLC By /s/ Txxxxx Xxxxxx Name: Txxxxx Xxxxxx Title: Managing Director RBC Capital Markets, LLC By /s/ Sxxxx X Xxxxxxxx Name: Sxxxx X Xxxxxxxx Title: Authorized Signatory Acting severally on behalf of themselves and the several Underwriters named in Schedule I attached hereto Kxxxxxxx-Xxxxx Corporation By /s/ Fxxxxx Xxxxx Name: Fxxxxx Xxxxx Title: Vice President and Treasurer [Signature Page to February 2023 Underwriting Agreement] HSBC Securities (USA) Inc. $ 60,375,000 J.X. Xxxxxx Securities LLC $ 60,375,000 Mxxxxx Sxxxxxx & Co. LLC $ 60,375,000 RBC Capital Markets, LLC $ 60,375,000 BBVA Securities Inc. $ 19,250,000 Gxxxxxx Sxxxx & Co. LLC $ 19,250,000 MUFG Securities Americas Inc. $ 10,500,000 Santander US Capital Markets LLC $ 10,500,000 Loop Capital Markets LLC $ 14,000,000 Citigroup Global Markets Inc. $ 7,000,000 Credit Suisse Securities (USA) LLC $ 7,000,000 ICBC Standard Bank Plc $ 7,000,000 Standard Chartered Bank $ 7,000,000 U.S. Bancorp Investments, Inc. $ 7,000,000 Total $ 350,000,000 Indenture: First Amended and Restated Indenture, dated as of March 1, 1988, between Kxxxxxxx-Xxxxx Corporation (the “Company”) and U.S. Bank National Association, as successor Trustee (the “Trustee”), as supplemented and amended Trustee: U.S. Bank National Association, as successor Trustee Titles of Designated Securities: 4.500% Notes due February 16, 2033 Aggregate Principal Amount: $350,000,000 Initial Offering Price to Public: 99.848% of the principal amount Purchase Price to Underwriters: 99.398% of the principal amount Preliminary Prospectus Supplement: Preliminary Prospectus Supplement dated February 13, 2023 Interest Rate: 4.500% Redemption Provisions: Prior to November 16, 2032 (the “Par Call Date”), the Designated Securities will be redeemable, at the option of Kxxxxxxx-Xxxxx Corporation, at any time, in whole or in part, at a redemption price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal on the Designated Securities to be redeemed and interest thereon discounted to the redemption date (assuming the Designated Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 15 basis points less (b) interest accrued to, but excluding, the date of redemption, and (2) 100% of the principal amount of the Designated Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Designated Securities will be redeemable, at the option of Kxxxxxxx-Xxxxx Corporation, at any time and from time to time, in whole or in part, at a redemption price equal to 100% of principal amount of the Designated Securities to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. Interest Payment Dates: February 16 and August 16, commencing August 16, 2023 Record Dates: February 2 and August 2 Sinking Fund Provisions: The Designated Securities shall not be entitled to any sinking fund Repurchase upon Change of Control Repurchase Event: The Designated Securities shall be subject to repurchase upon the occurrence of a Change of Control Repurchase Event as described under the caption “Description of Notes–Repurchase upon Change of Control Repurchase Event” in the Preliminary Prospectus Supplement dated February 13, 2023 relating to the Designated Securities Date and Time of Delivery: February 16, 2023; 9:30 a.m., New York City time Closing Location: Sxxxxxx Xxxxxxx & Bxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Funds for Payment of Purchase Price: Immediately Available Funds by Wire Transfer Delayed Delivery: None Name and Address for Purposes of Section 13: c/o HSBC Securities (USA) Inc. Transaction Management Americas 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Sxxxxxx & Co. LLC 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281

UK Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements arrangements, or understanding between the parties heretoStandard Chartered Bank and Newmont Corporation or Newmont USA Limited, each party acknowledges Newmont Corporation and accepts Newmont USA Limited acknowledge and accept that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant relevant UK Resolution Authorityresolution authority, and acknowledges, accepts, and agrees to be bound by: (i) the effect of the exercise of UK Bail-in Powers by the Relevant relevant UK Resolution Authority resolution authority in relation to any UK Bail-in Liability of any of the Underwriters Standard Chartered Bank to Newmont Corporation or Newmont USA Limited under this Agreementagreement, that (without limitation) may include and result in any of the following, or some combination thereof: a. (1) the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; b. (2) the conversion of all, or a portion ofportion, of the UK Bail-in Liability into shares, other securities or other obligations of an Underwriter Standard Chartered Bank or another person, and the issue to or conferral on the other parties Newmont Corporation or Newmont USA Limited of such shares, securities or obligations; c. (3) the cancellation of the UK Bail-in Liability; d. (4) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and; (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant relevant UK Resolution Authorityresolution authority, to give effect to the exercise of UK Bail-in Powers by the Relevant relevant UK Resolution Authority.resolution authority. As used in this Section 16(e):