SMITH & NEPHEW PLC US$2,500,000,000 Facility Agreement dated 29 May 2007 (the “Agreement”)
Exhibit 4(a)(ii)
| Xxxxx & Nephew plc | ||||
| 00 Xxxx Xxxxxx | T 00 (0) 000 000 0000 | |||
| London WC2N 6LA | F 00 (0) 000 000 0000 | |||
| England | xxx.xxxxx-xxxxxx.xxx |
| Royal Bank of Scotland plc | ||
| Loans Administration | ||
| Corporate Agency Team | ||
| 2 1/0 Xxxxxxxxxx Xxxxxx | ||
| London EC2M 4BB | 9 May 2008 |
For the attention of: Loans Administration/XXX
Dear Sirs
XXXXX & NEPHEW PLC US$2,500,000,000 Facility Agreement
dated 29 May 2007 (the “Agreement”)
| 1. | We refer to the Agreement. This is a Term Out Notice, given with effect on 9 May 2008. The relevant Term Out Date is 14 May 2008. |
| 2. | Terms defined in the Agreement have the same meaning in this Term Out Notice unless given a different meaning in this Term Out Notice. |
| 3. | We elect to exercise the Term Out Option pursuant to Clause 7.2 (Term Out Option) of the Agreement in relation to the following Loans: |
| Currency | Amount |
Borrower |
Initial Maturity Date | |||||
| a) |
USD | 140,000,000 (One Hundred and Forty Million) | Xxxxx & Nephew plc | 20 May 2008 | ||||
| b) |
USD | 25,000,000 (Twenty Five Million) | Xxxxx & Nephew plc | 20 May 2008 | ||||
| c) |
GBP | 50,000,000 (Fifty Million) | Xxxxx & Nephew plc | 27 May 2008 | ||||
| d) |
GBP | 50,000,000 (Fifty Million) | Xxxxx & Nephew plc | 27 May 2008 | ||||
| e) |
GBP | 50,000,000 (Fifty Million) | Xxxxx & Nephew plc | 27 May 2008 | ||||
| f) |
GBP | 47,902,481 (Forty Seven Million, Nine Hundred & Two Thousand, Four Hundred & Eighty One) | Xxxxx & Nephew plc | 27 May 2008 | ||||
| g) |
CHF | 440,000,000 (Four Hundred and Forty Million) | Xxxxx & Nephew plc | 20 May 2008 |
| 4. | We request that the above Loans be converted into Term Loans on the following terms: |
| Currency |
Amount |
Borrower |
Extended | |||||
| a) |
USD | 140,000,000 (One Hundred and Forty Million) | Xxxxx & Nephew plc | 29 May 2012 | ||||
| b) |
USD | 25,000,000 (Twenty Five Million) | Xxxxx & Nephew plc | 29 May 2012 | ||||
| c) |
GBP | 50,000,000 (Fifty Million) | Xxxxx & Nephew plc | 29 May 2012 | ||||
| d) |
GBP | 50,000,000 (Fifty Million) | Xxxxx & Nephew plc | 29 May 2012 | ||||
| e) |
GBP | 50,000,000 (Fifty Million) | Xxxxx & Nephew plc | 29 May 2012 | ||||
| f) |
GBP | 47,902,481 (Forty Seven Million, Nine Hundred & Two Thousand, Four Hundred & Eighty One) | Xxxxx & Nephew plc | 29 May 2012 | ||||
| g) |
CHF | 440,000,000 (Four Hundred and Forty Million) | Xxxxx & Nephew plc | 29 May 2012 |
| 5. | We confirm that: |
| a) | The Repeating Representations are correct on the date of the Term Out Notice as if made with reference to the facts and circumstances now prevailing; and |
| b) | No Default has occurred which is outstanding as at the date of this Term Out Notice. |
| 6. | This Term Out Notice is irrevocable. |
For and on behalf of
Xxxxx & Nephew plc
and as agent for Xxxxx & Nephew Deutschland (Holdings) GmbH
| By: | /s/ Xxxxxx Xxxxxx |
By: | /s/ Xxxx Xxxxxxxx | |||||
| Name: | Xx Xxxxxx Xxxxxx | Name: | Xx Xxxx X Xxxxxxxx | |||||
| Title: | Chief Financial Officer | Title: | Company Secretary |
