AMENDED AND RESTATED DEPOSIT AGREEMENT by and among REED ELSEVIER N.V. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of August 1, 2014Deposit Agreement • March 10th, 2015 • Reed Elsevier Nv • Miscellaneous publishing • Ohio
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of August 1, 2014, by and among (i) REED ELSEVIER N.V., incorporated under the laws of The Netherlands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of _____________, 2007 AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • December 6th, 2007 • Reed Elsevier Nv • Miscellaneous publishing • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of ____________, 2007 among REED ELSEVIER NV, incorporated under the laws of The Netherlands (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.
Reed Elsevier NVDeposit Agreement • December 6th, 2007 • Reed Elsevier Nv • Miscellaneous publishing
Re: Deposit Agreement dated as of October 27, 2003 (the "Deposit Agreement") by and among Reed Elsevier NV, The Bank of New York, as Depositary, and the Owners and holders of American Depositary Receipts
RELX CAPITAL INC. $700,000,000 3.500% Notes Due 2023 Jointly and Severally Guaranteed by RELX PLC and RELX N.V. UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2018 • Relx N.V. • Miscellaneous publishing • New York
DATED 17 July 2013 REED ELSEVIER PLC REED ELSEVIER N.V. GOVERNING AGREEMENTGoverning Agreement • March 11th, 2014 • Reed Elsevier Nv • Miscellaneous publishing
provided that if, pursuant to the above formula, either DR or DE would be less than zero, the amount required to be paid to the relevant shareholder shall be nil and the amount required to be paid to the other shareholder shall equal the Residual Amount.
REED ELSEVIERElsevier Nv / • October 17th, 2003 • Miscellaneous publishing
By this letter, and pursuant to Section 5.04 of the Deposit Agreement dated as of April 15, 1991 and as amended from time to time (the "Deposit Agreement") among Reed Elsevier NV (formerly Elsevier NV and hereafter "Company"), Citibank ("Bank & Trust"), as Depositary, and the holders from time to time of American Depositary Receipts issued thereunder (the "Receipt"), the Company, hereby removes Citibank as Depositary under the Deposit Agreement and appoints The Bank of New York ("BNY") as successor Depositary thereunder. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Deposit Agreement. By execution of this letter by BNY in the space provided below, BNY accepts its appointment as successor Depositary under the Deposit Agreement, effective on or after October 20, 2003 (the "Succession Date"), and agrees to be bound by the terms of this letter and to perform its obligations set forth herein. BNY will notify you separately regarding the exac
MARCH 2011 REED ELSEVIER GROUP PLC ERIK ENGSTROM SERVICE AGREEMENT Freshfields Bruckhaus Deringer LLPService Agreement • March 12th, 2013 • Reed Elsevier Nv • Miscellaneous publishing
JULY 2012 REED ELSEVIER GROUP PLC SERVICE AGREEMENT Freshfields Bruckhaus Deringer LLPService Agreement • March 12th, 2013 • Reed Elsevier Nv • Miscellaneous publishing
REED ELSEVIER CAPITAL INC. $450,000,000 4.625% Notes Due 2012 $250,000,000 Floating Rate Notes Due 2010 Jointly and Severally Guaranteed by REED ELSEVIER PLC and REED ELSEVIER NV UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2005 • Elsevier Nv / • Miscellaneous publishing • New York
regulation that has been issued pursuant to any federal or New York statute or the Delaware General Corporation Law or any order known to such counsel issued pursuant to any federal or New York statute or the Delaware General Corporation Law by any court or governmental agency or body having jurisdiction over the Issuer or any of its subsidiaries or any of their properties.
REED ELSEVIER CAPITAL INC., as Issuer, and REED INTERNATIONAL P.L.C. and ELSEVIER NV, as Guarantors, THE CHASE MANHATTAN BANK, as Trustee, THE CHASE MANHATTAN BANK, LONDON BRANCH as London Paying Agent, and CHASE MANHATTAN BANK LUXEMBOURG S.A. as...Fourth Supplemental Indenture • March 10th, 2003 • Elsevier Nv / • Miscellaneous publishing • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of July 31, 2001 (“Fourth Supplemental Indenture”), among Reed Elsevier Capital Inc., a corporation incorporated under the laws of the State of Delaware, as issuer (the “Issuer”), each of Reed International P.L.C., a public limited company incorporated in England, and Elsevier NV, a public company with limited liability incorporated under the laws of The Netherlands, as guarantors (each individually, a “Guarantor” and collectively, the “Guarantors”), The Chase Manhattan Bank, as trustee (the “Trustee”), The Chase Manhattan Bank, London Branch, as London Paying Agent and Chase Manhattan Bank Luxembourg S.A., as Luxembourg Paying Agent.
THIS GOVERNING AGREEMENT is made on 15 April 1999 BETWEEN REED INTERNATIONAL P.L.C. a company incorporated in England with registered number 77536 and having its registered office at 25 Victoria Street, London SW1H OEX (Reed); ELSEVIER NV a company...Governing Agreement • March 13th, 2001 • Elsevier Nv / • Miscellaneous publishing
THIS GOVERNING AGREEMENT is made on 1 July 2015 BETWEEN RELX PLC a company incorporated in England with registered number 00077536 and having its registered office at 1-3 Strand, London, WC2N 5JR (PLC); and RELX N.V. a company incorporated in The...Governing Agreement • March 8th, 2016 • Relx N.V. • Miscellaneous publishing
provided that if, pursuant to the above formula, either DR or DE would be less than zero, the amount required to be paid to the relevant shareholder shall be nil and the amount required to be paid to the other shareholder shall equal the Residual Amount.
DECEMBER 2013 REED ELSEVIER GROUP PLC NICHOLAS LUFF SERVICE AGREEMENTService Agreement • March 10th, 2015 • Reed Elsevier Nv • Miscellaneous publishing • England
RELX CAPITAL INC., as Issuer, and REED ELSEVIER PLC and REED ELSEVIER NV, as Guarantors, THE BANK OF NEW YORK MELLON, as Trustee, Transfer Agent and Registrar THE BANK OF NEW YORK MELLON, LONDON BRANCH as London Paying Agent, and THE BANK OF NEW YORK...Reed Elsevier Nv • May 12th, 2015 • Miscellaneous publishing • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of May 12, 2015 (“Sixth Supplemental Indenture”), among RELX Capital Inc. (formerly, Reed Elsevier Capital Inc.), a corporation incorporated under the laws of the State of Delaware, as issuer (the “Issuer”), each of Reed Elsevier PLC, a public limited company incorporated in England, and Reed Elsevier NV, a public company with limited liability incorporated under the laws of The Netherlands, as guarantors (each individually, a “Guarantor” and collectively, the “Guarantors”), The Bank of New York Mellon, as trustee (the “Trustee”), transfer agent and registrar, The Bank of New York Mellon, London Branch, as London Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent.
AS ISSUER, ANDElsevier Nv / • July 27th, 2001 • Miscellaneous publishing • New York
RELX CAPITAL INC. €600,000,000 1.300% Notes Due 2025 Jointly and Severally Guaranteed by REED ELSEVIER PLC and REED ELSEVIER N.V. UNDERWRITING AGREEMENTAgreement • May 12th, 2015 • Reed Elsevier Nv • Miscellaneous publishing • New York
Each of RELX Capital Inc., a Delaware corporation (the “Issuer”), Reed Elsevier PLC, a public limited company organized under the laws of England (“Reed Elsevier PLC”), and Reed Elsevier N.V., a public company incorporated in The Netherlands with limited liability (“Reed Elsevier N.V.” and, together with Reed Elsevier PLC, the “Guarantors”), confirms its agreement with each Underwriter named in Schedule 1 hereto (the “Underwriters”) with respect to the issuance and sale by the Issuer from the date hereof of €600,000,000 in aggregate principal amount of the Issuer’s 1.300% Notes due 2025 (the “Notes”). The Notes will be jointly and severally guaranteed (the “Guarantees”) by the Guarantors.
REED ELSEVIER CAPITAL INC., as Issuer, and REED ELSEVIER PLC and REED ELSEVIER NV, as Guarantors, THE BANK OF NEW YORK MELLON, AS SUCCESSOR TO JPMORGAN CHASE BANK, N.A. as Trustee, THE BANK OF NEW YORK MELLON as London Paying Agent, and THE BANK OF...Supplemental Indenture • January 16th, 2009 • Reed Elsevier Nv • Miscellaneous publishing • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of January 16, 2009 (“Fifth Supplemental Indenture”), among Reed Elsevier Capital Inc., a corporation incorporated under the laws of the State of Delaware, as issuer (the “Issuer”), each of Reed Elsevier PLC, a public limited company incorporated in England, and Reed Elsevier NV, a public company with limited liability incorporated under the laws of The Netherlands, as guarantors (each individually, a “Guarantor” and collectively, the “Guarantors”), The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as trustee (the “Trustee”), The Bank of New York Mellon, as London Paying Agent and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent.
