CONFORMED COPY
Exhibit
4.6
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CONFORMED
COPY
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Agreement
as
Issuer and
Guarantor
and
as
Issuer
£1,000,000,000
Euro
Medium
Term Note Programme
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CONTENTS
CLAUSE
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PAGE
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1.
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DEFINITIONS
AND INTERPRETATION
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1
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2.
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AGREEMENTS
TO ISSUE AND PURCHASE NOTES
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5
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3.
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CONDITIONS
OF ISSUE; UPDATING OF LEGAL OPINIONS
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6
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4.
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REPRESENTATIONS,
WARRANTIES AND UNDERTAKINGS
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9
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5.
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UNDERTAKINGS
OF THE ISSUERS
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13
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6.
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INDEMNITY
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16
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7.
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AUTHORITY
TO DISTRIBUTE DOCUMENTS
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17
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8.
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DEALERS’
UNDERTAKINGS
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17
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9.
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FEES,
EXPENSES AND STAMP DUTIES
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18
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10.
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TERMINATION
OF APPOINTMENT OF DEALERS
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18
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11.
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APPOINTMENT
OF NEW DEALERS
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19
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12.
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INCREASE
IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME
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19
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13.
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STATUS
OF THE DEALERS AND THE ARRANGER
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20
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14.
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COUNTERPARTS
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20
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15.
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COMMUNICATIONS
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20
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16.
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BENEFIT
OF AGREEMENT
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20
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17.
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CALCULATION
AGENT
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21
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18.
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STABILISATION
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21
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19.
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CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999
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21
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20.
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GOVERNING
LAW
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21
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APPENDIX
A
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22
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INITIAL
DOCUMENTATION LIST
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00
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XXXXXXXX
X
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24
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SELLING
RESTRICTIONS
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24
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APPENDIX
C
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27
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PART
I
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27
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FORM
OF
DEALER ACCESSION LETTER - PROGRAMME
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27
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PART
II
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28
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FORM
OF
CONFIRMATION LETTER - PROGRAMME
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28
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PART
III
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29
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FORM
OF
DEALER ACCESSION LETTER - NOTE ISSUE
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29
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PART
IV
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30
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FORM
OF
CONFIRMATION LETTER - NOTE ISSUE
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30
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APPENDIX
D
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31
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LETTER
REGARDING INCREASE IN THE NOMINAL AMOUNT OF THE PROGRAMME
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31
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APPENDIX
E
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32
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FORM
OF
SUBSCRIPTION AGREEMENT
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32
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SIGNATORIES
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36
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THIS
AGREEMENT is
made on 9 June
2006
BETWEEN:
(1)
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REUTERS
GROUP PLC (“RG"
and an “Issuer”);
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(2)
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REUTERS
FINANCE PLC
(“RF”,
an
“Issuer”
and
together
with RG, the “Issuers”);
and
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(3)
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ABN
AMRO BANK N.V., CITIGROUP GLOBAL MARKETS LIMITED, CREDIT SUISSE
SECURITIES
(EUROPE) LIMITED, HSBC BANK plc, X.X. XXXXXX SECURITIES LTD., XXXXXX
XXXXXXX & CO. INTERNATIONAL LIMITED and
UBS
LIMITED (the
“Initial
Dealers”).
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(A)
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RG
established a euro medium note programme on 16 December 1998, in
connection with which, RG and certain dealers entered into an amended
and
restated programme agreement dated 7 November 2003 (“Principal
Programme Agreement”).
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(B)
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By
resolutions of its Board of Directors, dated 24 October 2003 and
a duly
authorised committee of such Board of Directors dated 6 November
2003, RF
has resolved to join the Programme as an
Issuer.
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(C)
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By
a
resolution of its Board of Directors, dated 21 October 2003, RG
(in such
capacity, the “Guarantor”)
has
resolved to unconditionally and irrevocably guarantee pursuant
to the
terms of the Guarantee the issue of any Notes by RF under the
Programme.
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(D)
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The
parties
hereto have agreed to make certain modifications to the Principal
Programme Agreement.
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(E)
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This
Agreement amends and restates the Principal Programme Agreement.
Any Notes
issued under the Programme on or after the date hereof shall be
issued
pursuant to this Agreement. This does not affect any Notes issued
under
the Programme prior to the date of this
Agreement.
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(F)
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The
parties
wish to record the arrangements agreed between them in relation
to the
sale by the Issuers and the purchaser by Dealers from time to time
of
Notes.
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THE
PARTIES
AGREE AS FOLLOWS:
1.1
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For
the
purposes of this Agreement. except where the context requires
otherwise:
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“Agency
Agreement”
means the amended
and restated agreement dated 9 June 2006 between the Issuers, the Guarantor,
the
Trustee, the Agent and the other Paying Agents referred to therein under
which,
amongst other things, the Agent is appointed as issuing agent, principal
paying
agent and agent bank for the purposes of the Programme;
“Agent”
means Citibank,
N.A. as Agent under the Agency Agreement and any successor agent appointed
in
accordance with the Agency Agreement;
“Agreement
Date”
means, in respect
of any Note, the date on which agreement is reached for the issue of such
Note
as contemplated in clause 2 which, in the case of Notes issued on a syndicated
basis or otherwise in relation to which a Subscription Agreement is entered
into, shall be the date upon which the relevant Subscription Agreement is
signed
by or on behalf of all the parties thereto;
1
“Agreements”
means each of this
Programme Agreement, the Trust Deed and the Agency Agreement;
“Arranger”
means X.X. Xxxxxx
Securities Ltd. and any entity appointed by the Issuers as an arranger for
the
Programme or by the relevant Issuer in respect of any particular issue of
Notes
under the Programme and references in this Agreement to the “Arranger”
shall be
references to the relevant Arranger;
“Clearstream,
Luxembourg”
means Clearstream
Banking, société
anonyme;
“Competent
Authority” means
the UK
Listing Authority and references in this Agreement to the “Relevant
Competent Authority”
shall, in relation
to any Notes, be references to the competent authority relating to the Stock
Exchanges on which the Notes are from time to time, or will be, listed or
admitted to trading;
“Confirmation
Letter”
means:
(a)
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in
respect of
the appointment of a third party as a Dealer for the duration of
the
Programme, the Confirmation Letter substantially in the form set
out in
Part II of Appendix C hereto; and
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(b)
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in
respect of
the appointment of a third party as a Dealer for one or more particular
issues of Notes under the Programme, the Confirmation Letter substantially
in the form set out in Part IV of Appendix C
hereto;
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“Credit
Rating Agencies”
means Xxxxx’x Investors
Service Limited and Standard & Poor’s Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc.;
“Dealer”
means each of the
Initial Dealers (including X.X. Xxxxxx Securities Ltd. in its capacity as
Arranger) and any New Dealer and excludes any entity whose appointment has
been
(i) terminated pursuant to clause 10 or (ii) lapsed according to its terms,
and
references in this Agreement to the “relevant
Dealer”
shall, in relation
to any Note, be references to the Dealer or Dealers with whom the relevant
Issuer has, and in the case of an issue by RF, RF and RG have, agreed the
issue
and purchase of such Note;
“Dealer
Accession Letter”
means:
(a)
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in
respect of
the appointment of a third party as a Dealer for the duration of
the
Programme, the Dealer Accession Letter substantially in the form
set out
in Part I of Appendix C hereto; and
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(b)
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in
respect of
the appointment of a third party as a Dealer for one or more particular
issues of Notes under the Programme, the Dealer Accession Letter
substantially in the form set out in Part III of Appendix C
hereto;
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“Directive”
includes any
present or future directive, regulation, rule or credit restraint programme
of
any relevant agency, authority, central bank, department, government,
legislature, minister, ministry, official, public or statutory corporation,
self-regulating organisation or stock exchange;
“Euroclear”
means Euroclear
Bank S.A./N.V. as operator of the Euroclear System;
“Exchange
Act”
means the United
States Securities Exchange Act of 1934, as amended;
“Final
Terms”
means the final
terms supplement issued in relation to each Tranche of Notes (substantially
in
the form of Annex C to the Procedures Memorandum) as a supplement to the
Prospectus and giving details of that Tranche and, in respect of any particular
Tranche of Notes, “applicable
Final Terms”
means the Final
Terms applicable to that Tranche;
2
“FSMA”
means the
Financial Services and Markets Xxx 0000;
“Group”
means RG and its
consolidated subsidiaries;
“Guarantee”
means the
guarantee of the Notes set out in the Trust Deed and appearing on the face
of
the Notes;
“IFRS”
means
International Financial Reporting Standards (formerly International Accounting
Standards) issued by the International Accounting Standards Board (IASB)
and
interpretations issued by the International Financial Reporting Interpretations
Committee of the IASB (as amended, supplemented or re-issued from time to
time);
“Initial
Documentation List”
means the lists of
documents set out in Appendix A to this Agreement;
“Issue
Date”
means, in respect
of any Note, the date of issue and purchase of such Note pursuant to and
in
accordance with this Agreement or any other agreement between the relevant
Issuer and in the case of an issue by RF, RF and RG and the relevant Dealer(s),
being in the case of any Definitive Note represented by a Global Note, the
same
date as the date of issue of the Global Note which initially represents the
Note;
“Lead
Manager”
means, in relation
to any Tranche of Notes, the person named as the Lead Manager in the applicable
Subscription Agreement or where only one Dealer signs such Subscription
Agreement, such Dealer;
“Listing
Agent”
means, in relation
to any Notes which are, or are to be, listed or admitted to trading on a
Stock
Exchange or any other relevant authority or authorities other than the London
Stock Exchange, such listing agent as the relevant Issuer may from time to
time
appoint for the purposes of liaising with such Stock Exchange or other relevant
authority or authorities;
“London
Stock Exchange”
means the London
Stock Exchange plc or such other body to which its functions have been
transferred;
“Market
Abuse Directive” means
Directive
2003/6/EC;
“New
Dealer”
means any entity
appointed as an addition Dealer in accordance with clause 11;
“Note”
means a note
issued or to be issued by an Issuer pursuant to this Agreement, which Note
may
be represented by a Global Note or be in definitive form including any receipts,
coupons or talons relating thereto;
“Official
List”
means the official
list of the UK Listing Authority;
“Procedures
Memorandum”
means the
Operating and Administrative Procedures Memorandum as amended or varied from
time to time (in respect of any Tranche) by agreement between the relevant
Issuer and in the case of an issue by RF, RF and RG and the relevant Dealer
or
Lead Manager with the approval in writing of the Agent;
“Programme”
means the Euro
Medium Term Note Programme established on 16 December 1998;
“Prospectus”
means
the
prospectus dated 9 June 2006 prepared in connection with the Programme and
constituting a base prospectus for the purposes of Article 5.4 of the
Prospective Directive (which term shall include those documents incorporated
therein by reference from time to time as provided therein) as from time
to time
amended, supplemented or replaced (but not including any information or
documents replaced or superseded by any information so subsequently included
or
incorporated) except that:
3
(a)
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in
relation
to each Tranche of Notes only the applicable Final Terms shall
be deemed
to be included in the Prospectus;
and
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(b)
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for
the
purpose of clause 4.3 in respect of the Agreement and the Issue
Date, the
Prospectus means the Prospectus as at the Agreement Date, but without
prejudice to (a) above not including any subsequent revision, supplement
or amendment to it or incorporation of information in it;
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“Prospectus
Directive” means
the Directive
2003/71/EC;
“Prospectus
Regulation”
means Commission
Regulation (EC) No 804/2004 implementing the Prospectus Directive;
“Prospectus
Rules”
means in respect
of the Notes to be admitted to the Official List and to trading on the London
Stock Exchange’s Gilt
Edged and
Fixed Market, the prospectus rules made under the FSMA;
“Relevant
Party”
means each Dealer,
each of their respective affiliates and each person who controls them (within
the meaning of section 15 of the Securities Act or section 20 of the Exchange
Act) and each of their respective directors, officers, employees and
agents;
“Securities
Act”
means the United
States Securities Act of 1933, as amended;
“Stock
Exchange”
means the London
Stock Exchange or any other stock exchange(s) on which any Notes may from
time
to time be listed, and references in this Agreement to the “relevant
Stock Exchange”
shall, in relation
to any Notes, be references to the stock exchange or stock exchanges on which
such Notes are from time to time, or are intended to be, listed;
“Subscription
Agreement”
means an agreement
(by whatever name called) in or substantially in the form set out in Appendix
E
hereto or in such other form as may be agreed between the relevant issuer,
the
Guarantor (if applicable) and the Lead Manager which agreement shall be
supplemental to this Agreement;
“Trust
Deed”
means the Trust
Deed dated 7 November 2003 (such Trust Deed as modified and/or supplemented
and/or restated from time to time) between RF, RG and the Trustee pursuant
to
which Notes will, on issue, be constituted and which sets out the terms and
conditions upon and subject to which the Trustee has agreed to act as trustee
and any trust deed or other document executed by RF and RG and the Trustee
in
accordance with the provisions thereof and expressed to be supplemental thereto;
and
“Trustee”
means Citicorp
Trustee Company Limited and shall, whenever the context so admits, include
such
company and/or any other trustee or trustees for the time being for the holders
of the Notes under the Trust Deed.
1.2
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Terms
and
expressions defined in the Trust Deed, the Agency Agreement, the
Conditions and/or the applicable Final Terms and not otherwise
defined in
this Agreement shall have the same meanings in this Agreement,
except
where the context otherwise requires.
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1.3
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In
this
Agreement, clause headings are inserted for convenience and ease
of
reference only and shall not affect the interpretation of this
Agreement.
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1.4
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All
references in this Agreement to the provisions of any statute shall
be
deemed to be references to that statute as from time to time modified,
extended, amended or re-enacted.
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1.5
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All
references in this Agreement to an agreement, instrument or other
document
(including this Agreement, the Trust Deed, the Agency Agreement,
any Notes
and any Conditions appertaining thereto) shall be construed as
a reference
to that agreement,
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4
instrument
or document as
the same may be amended, modified, varied, supplemented, replaced or novated
from time to time including, but without prejudice to the generality of
the
foregoing, this Agreement as supplemented by an Subscription
Agreement.
1.6
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Words
denoting the singular number only shall include the plural number
also and
vice versa; words denoting the masculine gender only shall include
the
feminine gender also, and words denoting persons only shall include
firms
and corporations and vice versa.
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1.7
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All
reference
in this Agreement to Euroclear and/or Clearstream, Luxembourg shall,
wherever the context so permits, be deemed to include reference
to any
additional or alternative clearing system approved by the relevant
Issuer,
the Trustee and the Agent.
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1.8
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All
reference
in this Agreement to “listing”
and “listed”
in relation to any Notes which are to have a “listing or be “listed”
(i) on the London Stock Exchange, shall be construed to mean that
Notes
have been admitted to the Official List and admitted to trading
on the
London Stock Exchange’s
Gilt Edged
and Fixed Interest Market; and (ii) on other Stock Exchange in
a
jurisdiction within the European Economic Area, listing and listed
shall
be construed to mean that the Notes have been admitted to trading
on a
market within that jurisdiction which is a regulated market for
the
purposes of the Investment Services Directive (Directive
93/22/EEC).
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1.9
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References
in
this Agreement to “consolidated”
in relation to the Issuer shall, if it
prepares both consolidated accounts and non-consolidated accounts
in
accordance with IFRS accounting principles be construed as references
to
“consolidated and
non-consolidated”.
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1.10
|
References
in
this Agreement to a Directive include any relevant implementing
measure of
each Member State of the European Economic Area which has implemented
such
Directive.
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2.1
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Subject
to
the terms and conditions of this Agreement, each Issuer and in
the case of
an issue by RF, RF and the Guarantor may from time to time agree
with any
Dealer to issue, and any Dealer may agree to purchase,
Notes.
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2.2
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Unless
otherwise agreed between the parties, on each occasion upon which
an
Issuer and in the case of an issue by RF, RF and RG and any Dealer
agree
on the terms of the issue by such Issuer and purchase by such Dealer
of
one or more Notes:
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(a)
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such
Issuer
shall cause such Notes which shall be initially represented by
a Temporary
Global Note or a Permanent Global Note, as indicated in the applicable
Final Terms, to be issued and delivered to a common depositary
for
Euroclear and Clearstream, Luxembourg on the agreed Issue
Date;
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(b)
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the
securities account of the relevant Dealer with Euroclear and/or
Clearstream, Luxembourg (as specified by the relevant Dealer) will
be
credited with such Notes on the agreed Issue Date, as described
in the
Procedures Memorandum; and
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(c)
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the
relevant
Dealer or, as the case may be, the Lead Manager shall, subject
to such
Notes being so credited, cause the net purchase moneys for such
Notes to
be paid in the relevant currency by transfer of funds to the designated
account of the Agent or (in the case of syndicated issues) the
designated
account of such Issuer with Euroclear and/or Clearstrearn, Luxembourg
so
that such payment is credited to such account for value on such
Issue
Date, as described in the Procedures
Memorandum.
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2.3
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Unless
otherwise agreed between the relevant Issuer and in the case of
an issue
by RF, RF and RG and the relevant Dealers, where more than one
Dealer has
agreed with the relevant Issuer and in the case of an issue by
RF, RF and
RG to purchase a particular
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5
Tranche
of Notes pursuant
to this clause, the obligations of such Dealers so to purchase the Notes
shall
be joint and several.
2.4
|
Where
the
relevant Issuer agrees with two or more Dealers to issue and such
Dealers
agree to purchase, Notes on a syndicated basis, the relevant Issuer
and
the Guarantor (if applicable) shall enter into a Subscription Agreement
with such Dealers. The relevant Issuer and the Guarantor (if applicable)
may also enter into a Subscription Agreement with one Dealer only.
For the
avoidance of doubt, the Agreement Date in respect of such issue
shall be
the date on which the Subscription Agreement is signed on behalf
of all
parties thereto.
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2.5
|
The
procedures which the parties intend should apply for the purposes
of
issues of Notes not to be subscribed pursuant to a Subscription
Agreement
are set out in Annex A, Part 1 of the Procedures Memorandum. The
procedures which the parties intend should apply for the purposes
of
issues to be subscribed pursuant to a Subscription Agreement are
set out
in Annex A, Part 2 of the Procedures
Memorandum.
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2.6
|
Each
Issuer
acknowledges and agrees that any issue of Notes denominated in
a currency
in respect of which particular laws, guidelines, regulations,
restrictions, Directives, consents, approvals or reporting requirements
apply may only be issued in circumstances which comply with such
laws,
guidelines, regulations, restrictions or reporting requirements
from time
to time.
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2.7
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Each
Dealer
acknowledges that each Issuer may sell Notes issued under the Programme
to
any institution which has not become a Dealer pursuant to clause
11. Each
Issuer, and in the case of an issue by RF, the Guarantor hereby
undertake
to each of the Dealers that it will, in relation to any such sales,
comply
with the restrictions and agreements set out in Appendix B hereto
as if it
were a Dealer.
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2.8
|
The
relevant
Issuer will procure that any Dealer may at any time obtain from
the Agent
details of the outstanding principal amount of Notes of any Series
issued
by it in relation to which such Dealer is a relevant
Dealer.
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2.9
|
Time
shall be
of the essence of any agreement reached pursuant to this clause
2.
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3.1
|
Before
an Issuer
reaches its first agreement with any Dealer for the issue and purchase of
Notes,
each Dealer shall have received, and found satisfactory (in its reasonable
opinion), all of the documents and confirmations described in Part I of the
Initial Documentation List. Any Dealer must notify the Arranger and the relevant
Issuer within ten London business days of receipt of the documents and
confirmations described in Part I of the Initial Documentation List if it
considers any such document or confirmation to be unsatisfactory in its
reasonable opinion and, in the absence of such notification, such Dealer
shall
be deemed to consider such documents and confirmations to be satisfactory
and
such further conditions precedent to be satisfied.
3.2
|
The
obligations of
a Dealer under any agreement for the issue and purchase of Notes made pursuant
to clause 2 are conditional upon:
(a)
|
there
having
been, as at the proposed Issue Date, no occurrence of any event
making
untrue, inaccurate or incorrect to an extent which is material
as
aforesaid any of the warranties contained in clause 4 (as if such
representations and warranties were repeated on such date with
reference
to then existing circumstances taking into account the issue of
such
Notes);
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6
(b)
|
there
being
no outstanding breach which is material in the context of the issue
of the
Notes, of any of the obligations of the relevant Issuer and the
Guarantor
(if applicable) under this Agreement, the Trust Deed, the Agency
Agreement
or any Notes which has not been expressly waived by the relevant
Dealer on
or prior to the proposed Issue
Date;
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(c)
|
subject
to
clause 12, the aggregate nominal amount (or, in the case of Notes
denominated in a currency other than pounds sterling, the pounds
sterling
equivalent (determined as provided in clause 3.5) of the aggregate
nominal
amount) of the Notes to be issued, when added to the aggregate
nominal
amount (or, in the case of Notes denominated in a currency other
than
pounds sterling, the pounds sterling equivalent (determined as
aforesaid)
of the aggregate nominal amount) of all Notes outstanding (as defined
in
the Trust Deed) on the proposed Issue Date (excluding for this
purpose
Notes due to be redeemed on such Issue Date) not exceeding £1,000,000,000
(or its equivalent in other currencies as determined pursuant to
clause
3.5;
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(d)
|
in
the case
of Notes which are intended to be listed, the relevant authority
or
authorities having agreed on or prior to the Issue Date to list
such
Notes, subject only to the issue of the relevant
Notes;
|
(e)
|
there
having
been, between the Agreement Date and the Issue Date for such Notes,
in the
opinion of the relevant Dealer after consultation with the relevant
Issuer
if practicable, no such change in national or international financial,
political or economic conditions or currency exchange rates or
exchange
controls as would, in the opinion of the relevant Dealer be likely
to
prejudice materially the success of the offering and distribution
of the
Notes proposed to be issued or dealings in the Notes on the secondary
market;
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(f)
|
there
being
in full force and effect all governmental or regulatory resolutions,
approvals or consents required for the relevant Issuer to issue
the Notes
and (if applicable) for the Guarantor to give the Guarantee in
respect of
the Notes on the proposed Issue Date and for the relevant Issuer
to fulfil
its obligations under such Notes and (if applicable) for the Guarantor
to
fulfil its obligations pursuant to the terms of the Guarantee and
the
relevant Issuer and (if applicable) the Guarantor having delivered
to the
relevant Dealer (and, to the extent not previously delivered, to
the
Arranger) certified copies of such resolutions. approvals or consents
and,
where applicable, certified English translations
thereof;
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(g)
|
the
forms of
the Final Terms, the applicable Global Notes (including, if applicable,
the Guarantee to be enfaced thereon), Notes in definitive form
(including,
if applicable, the Guarantee to be enfaced thereon) and Receipts,
Coupons
or Talons (each as applicable) in relation to the relevant Tranche
and the
relevant settlement procedures having been agreed by the relevant
Issuer,
the Guarantor (if applicable) the relevant Dealer, the Trustee
and the
Agent;
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(h)
|
the
relevant
currency being accepted for settlement by Euroclear and Clearstream
Luxembourg;
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(i)
|
the
delivery
to the Common Depositary of the Temporary Global Note and/or the
Permanent
Global Note representing the relevant Notes as provided in the
Agency
Agreement;
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(j)
|
no
meeting of
the holders of the Notes (or any of them) to consider matters which
might
in the reasonable opinion of the relevant Dealer or the Lead Manager
be
considered to be material in the context of the issue of such Notes
having
been duly convened but not yet held or, if held but adjourned,
the
adjourned meeting having not been held and the relevant Issuer
and the
Guarantor (if applicable) not
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7
being
aware of any
circumstances which are likely to lead to the convening of such a meeting
by
it;
(k)
|
the
relevant
Issuer delivering to the relevant Dealer (or, in the case of Notes
issued
on a syndicated basis, the Lead Manager on behalf of the relevant
Dealers)
such opinions, documents and certificates as such Dealer or Lead
Manager,
as the case may be, agrees with the relevant Issuer and in the
case of an
issue by RF, RF and RG prior to the Agreement Date;
and
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(l)
|
any
calculations or determinations which are required by the relevant
Conditions to have been made prior to the Issue Date having been
duly
made.
|
In
the event that
any of the foregoing conditions is not satisfied, the relevant Dealer shall
be
entitled (but not bound) by notice to the relevant Issuer and in the case
of an
issue by RF, RF and RG to be released and discharged from its obligations
under
the agreement reached under clause 2.
3.3
|
Subject
to the
discretion of the Lead Manager as provided in the Subscription Agreement,
any
Dealer, on behalf of itself only, may by notice in writing to the relevant
Issuer and in the case of an issue by RF, RF and the Guarantor waive any
of the
conditions precedent contained in clause 3.2 (save for the condition precedent
contained in clause 3.2(c)), in so far as they relate to an issue of Notes
to
that Dealer.
On
each occasion
when the Prospectus is updated or amended pursuant to clause 5(2)(a), each
Issuer will procure that further legal opinions, in such form and with such
content as the Dealers may reasonably require, are delivered, at the expense
of
the relevant Issuer and in the case of RF, failing whom, RG, to the Dealers
and
the Trustee from legal advisers (approved by the Dealers) in
England.
In
addition, on
such other occasions as a Dealer agrees with an Issuer, the relevant Issuer
and
in the case of RF, failing whom, RG will procure that a further legal opinion
or
further legal opinions, as the case may be, in such form and with such content
as the Dealers may reasonably require, is or are delivered, at the expense
of
the relevant Issuer and in the case of RF, failing whom, RG to the Dealers
and
the Trustee from legal advisers (approved by the Dealers) in England. If
at or
prior to the time of any agreement to issue and purchase Notes under clause
2
such a request is made with respect to the Notes to be issued, the receipt
of
the relevant opinion or opinions by the relevant Dealer in a form satisfactory
to the relevant Dealer shall be a further condition precedent to the issue
of
those Notes to that Dealer.
For
the purposes of
clause 3.2(c):
(a)
|
the
pounds
sterling equivalent of Notes denominated in another Specified Currency
(as
set out in the relevant Final Terms) (which in the case of Dual
Currency
Notes, shall be so if the subscription monies are not paid in pounds
sterling) shall be determined, at the discretion of the relevant
Issuer,
either as of the Agreement Date for such Notes or on the preceding
day on
which commercial banks and foreign exchange markets are open for
business
in London, in each case on the basis of the spot rate for the sale
of the
pounds sterling against the purchase of such Specified Currency
in the
London foreign exchange market quoted by any leading international
bank
selected by the relevant Issuer on the relevant day of
calculation;
|
8
(b)
|
the
pounds
sterling equivalent of Dual Currency Notes, Index Linked Notes
and Partly
Paid Notes shall be calculated in the manner specified above by
reference
to the original nominal amount on issue of such Notes (in the case
of
Partly Paid Notes regardless of the amount of the subscription
price
paid); and
|
(c)
|
the
pounds
sterling equivalent of Zero Coupon Notes and other Notes issued
at a
discount or a premium shall be calculated in the manner specified
above by
reference to the nominal amount of the relevant
issue.
|
4.1
|
As
at the
date of this Agreement, RG hereby represents, warrants and undertakes
to
the Dealers and each of them as
follows:
|
(a)
|
that
the
audited consolidated financial statements of the Group for the
three most
recent financial years were prepared in accordance with the requirements
of law and with accounting principles required for the purposes
of the
Prospectus Regulation consistently applied and that they give a
true and
fair view of (i) the consolidated financial condition of the Group
as at
the date to which they were prepared (the “relevant
date”)
and (ii)
the consolidated results of operations and changes in the financial
position of the Group for the financial year ended on the relevant
date
and that there has been no material adverse change nor any development
or
event involving a prospective material adverse change of which
RG is, or
might reasonably be expected to be, aware in the consolidated condition
(financial or otherwise) of the Group since the most recent relevant
date,
except as disclosed in the
Prospectus;
|
(b)
|
that
the
Prospectus contains all the information relating to RF, to it and
to the
Group and the Notes to be issued or guaranteed by it required by
section
87A of the FSMA and otherwise complies with the Prospectus Rules
and also
contains all the information relating to RF, to it and to the Group
and
the Notes to be issued or guaranteed by it required by English
law and
regulations and otherwise complies with such law and regulations
to the
extent applicable to the Programme;
|
(c)
|
that
it has
been duly incorporated and is validly existing under English law
(and the
laws of any other jurisdiction in which it carries on business)
with full
power and authority and legal capacity to own, lease and operate
its
properties and conduct its business and, in its capacity as an
Issuer, to
issue the Notes upon the terms and conditions set out in the Notes
and the
Agreements and, in its capacity as Guarantor, to give the Guarantee
in
respect of the Notes issued by RF and, in each case, execute and
perform
its obligations under the Notes and the Agreements to which it
is a
party;
|
(d)
|
that
the
issue of Notes and the execution and delivery of the Agreements
by it, in
its capacity as an Issuer, and the giving of the Guarantee, in
its
capacity as Guarantor, have been duly authorised by it and, in
the case of
Notes, upon due execution, issue and delivery in accordance with
the Trust
Deed and the Agency Agreement, will constitute, and, in the case
of the
Agreements constitute, its legal, valid and binding obligations
enforceable in accordance with their respective terms subject as
specified
in the most recent English legal opinion provided to the Dealers
and the
Trustee pursuant to this Agreement;
|
(e)
|
that
the
execution and delivery of the Agreements, the issue, offering and
distribution of Notes and the performance of the terms of any Notes
and
the Agreements by it will not infringe any English law or regulation
and
are not contrary to the provisions of its memorandum and articles
of
association and will not result in any breach of the terms of,
or
constitute a default under, any
|
9
instrument,
agreement or
order to which it is a party or by which it or its property is
bound;
(f)
|
that
no Event
of Default is subsisting in relation to any outstanding Note issued
or
guaranteed (if applicable) by it and no event has occurred which
might
constitute (after an issue of such Notes) an Event of Default
thereunder;
|
(g)
|
that,
save as
described in the Prospectus or as otherwise disclosed in writing
by it to
the Dealers, no action or proceeding of or before any court or
administrative tribunal has been commenced against any member of
the Group
or, to the best of its knowledge and belief, is threatened, which
(i)
would restrain or affect the execution and delivery by each of
it and RF
of the Agreements to which it and RF are parties or the performance
and
compliance by each of it and RF of, and with, the obligations expressed
to
be assumed by each of them respectively therein or the legality,
validity
or enforceability thereof, or (ii) which would be reasonably expected
to
succeed and, if successful, to have a material adverse effect on
the
financial position of the Group;
|
(h)
|
that
no
consents, approvals, authorisations, orders, filings, registrations
or
qualifications of or with any court or governmental authority in
the
United Kingdom is required and no other action or thing (including,
without limitation. the payment of any stamp or other similar tax
or duty)
is required to be taken, fulfilled or done by it or RF, as the
case may
be, for or in connection with (i) the execution, issue and offering
of
Notes under the Programme and compliance by it or RF, as the case
may be,
with the terms of any Notes issued by it under the Programme or
(ii) the
execution and delivery of, and compliance with the terms of, the
Agreements;
|
(i)
|
that
all
corporate approvals and authorisations required by it and RF, as
the case
may be, for or in connection with (i) the execution, issue and
offering of
Notes under the Programme, and compliance by it or RF, as the case
may be,
with the terms of any Notes issued under the Programme and (ii)
the
execution and delivery of, and compliance with the terms of, the
Agreements have been obtained and are in full force and
effect;
|
(j)
|
its
obligations to pay the principal of and interest on the Notes issued
by it
and its obligations under the Guarantee in respect of Notes issued
by RF
are, or when incurred will be, its direct, unconditional and unsecured
obligations ranking pari
passu
in all
respects and rateably, without preference or priority by reason
of date of
issue, currency of payment or otherwise, with all its other unsecured
and
unsubordinated obligations (whether outstanding at the date hereof
or
hereafter);
|
(k)
|
that
none of
it, its affiliates and any persons acting on any of their behalf
(which
for the avoidance of doubt shall not include any Dealer), has engaged
or
will engage in any directed selling efforts (as defined in Rule
902(c)
under the Securities Act) with respect to the Notes issued or guaranteed
(if applicable) by it;
|
(l)
|
that
it, its
affiliates and each person acting on any of their behalf (which
for the
avoidance of doubt shall not include any Dealer) have complied
and will
comply with the offering restrictions requirement of Regulation
S under
the Securities Act; with respect to the Notes issued or guaranteed
(if
applicable) by it; and
|
(m)
|
that
in
relation to each Tranche of Notes issued or guaranteed (if applicable)
by
it; for which a Dealer is named as a Stabilising Manager in the
applicable
Final Terms, it has not issued and will not issue, without the
prior
consent of that Dealer, any press or other public announcement
referring
to the proposed issue of such Notes unless the announcement adequately
discloses that stabilising action may take place in relation to
the Notes
to be issued.
|
10
4.2
|
As
at the
date of this Agreement, RF hereby represents, warrants and undertakes
to
the Dealers and each of them as
follows:
|
(a)
|
when
prepared
the audited non-consolidated financial statements of RF for the
most
recent financial year will be prepared in accordance with the requirements
of law and with accounting principles required for the purposes
of the
Prospectus Regulation consistently applied and they will give a
true and
fair view of (i) the non-consolidated financial condition of RF
as at the
date to which they will be prepared (the “relevant
date”)
and (ii)
the consolidated results of operations and changes in the financial
position of RF for the financial year ended on the relevant date
and that
there has been no material adverse change nor any development or
event
involving a prospective material adverse change of which RF is,
or might
reasonably be expected to be, aware in the non-consolidated condition
(financial or otherwise) of RF since its incorporation (in the
case of the
period prior to the preparation of such financial statements) or
(in the
case of the following period) since the most recent relevant date,
except
as disclosed in the Prospectus;
|
(b)
|
that
the
Prospectus contains all the information relating to it and the
Notes to be
issued by it required by section 87A of the FSMA and otherwise
complies
with the Prospectus Rules and also contains all the information
relating
to it and the Notes to be issued by it required by English law
and
regulations and otherwise complies with such law and regulations
to the
extent applicable to the Programme;
|
(c)
|
that
it has
been duly incorporated and is validly existing under English law
(and the
laws of any other jurisdiction in which it carries on business)
with full
power and authority and legal capacity to own, lease and operate
its
properties and conduct its business and to issue the Notes upon
the terms
and conditions set out in the Notes issued by it and the Agreements
and
execute and perform its obligations under the Notes issued by it
and the
Agreements to which it is a party;
|
(d)
|
that
the
issue of Notes by it and the execution and delivery of the Agreements
by
it have been duly authorised by it and, in the case of Notes, upon
due
execution, issue and delivery in accordance with the Trust Deed
and the
Agency Agreement, will constitute, and, in the case of the Agreements
constitute, its legal, valid and binding obligations enforceable
in
accordance with their respective terms subject as specified in
the most
recent English legal opinion provided to the Dealers and the Trustee
pursuant to this Agreement;
|
(e)
|
that
the
execution and delivery of the Agreements, the issue, offering and
distribution of Notes and the performance of the terms of any Notes
and
the Agreements by it will not infringe any English law or regulation
and
are not contrary to the provisions of its memorandum and articles
of
association and will not result in any breach of the terms of,
or
constitute a default under, any instrument, agreement or order
to which it
is a party or by which it or its property is bound;
|
(f)
|
that
no Event
of Default is subsisting in relation to any outstanding Note issued
by it
and no event has occurred which might constitute (after an issue
of such
Notes) an Event of Default thereunder;
|
(g)
|
that,
save as
described in the Prospectus or as otherwise disclosed in writing
by it to
the Dealers, no action or proceeding of or before any court or
administrative tribunal has been commenced against it or, to the
best of
its knowledge and belief, is threatened, which (i) would restrain
or
affect the execution and delivery by it of the Agreements to which
it is a
party or the performance and compliance by it of, and with, the
obligations expressed to be assumed by it therein or the legality,
validity or enforceability thereof, or (ii) which would be reasonably
expected to
|
11
succeed
and, if
successful, to have a material adverse effect on its financial position;
(h)
|
that
no
consents, approvals, authorisations, orders, filings, registrations
or
qualifications of or with any court or governmental authority in
the
United Kingdom is required and no other action or thing (including,
without limitation, the payment of any stamp or other similar tax
or duty)
is required to be taken, fulfilled or done by it for or in connection
with
(i) the execution, issue and offering of Notes under the Programme
and
compliance by it with the terms of any Notes issued by it under
the
Programme or (ii) the execution and delivery of, and compliance
with the
terms of, the Agreements;
|
(i)
|
that
all
corporate approvals and authorisations required by it for or in
connection
with (i) the execution, issue and offering of Notes by it under
the
Programme and compliance by it with the terms of any Notes issued
by it
under the Programme and (ii) the execution and delivery of, and
compliance
with the terms of, the Agreements have been obtained and are in
full force
and effect;
|
(j)
|
its
obligations to pay the principal of and interest on the Notes issued
by it
are, or when incurred will be, its direct, unconditional and unsecured
obligations ranking pari
passu
in all
respects and rateably, without preference or priority by reason
of date of
issue, currency of payment or otherwise, with all its other unsecured
and
unsubordinated obligations (whether outstanding at the date hereof
or
hereafter);
|
(k)
|
that
none of
it, its affiliates, and any persons acting on any of their behalf
(which
for the avoidance of doubt shall not include any Dealer), has engaged
or
will engage in any directed selling efforts (as defined in Rule
902(c)
under the Securities Act) with respect to the Notes issued by it;
|
(l)
|
that
it, its
affiliates and each person acting on any of their behalf (which
for the
avoidance of doubt shall not include any Dealer) have complied
and will
comply with the offering restrictions requirement of Regulation
S under
the Securities Act with respect to the Notes issued by it; and
|
(m)
|
that
in
relation to each Tranche of Notes issued by it for which a Dealer
is named
as a Stabilising Manager in the applicable Final Terms, it has
not issued
and will not issue, without the prior consent of that Dealer, any
press or
other public announcement referring to the proposed issue of such
Notes
unless the announcement adequately discloses that stabilising action
may
take place in relation to the Notes to be
issued.
|
4.3
|
With
regard
to each issue of Notes, the relevant Issuer and the Guarantor (if
applicable) shall be deemed to repeat the representations, warranties
and
agreements contained in clauses 4.1 and 4.2 as at the Agreement
Date for
such Notes (any agreement on such Agreement Date being deemed to
have been
made on the basis of, and in reliance on, such representations,
warranties
and agreements) provided always that each of the above representations,
warranties and agreements shall be qualified by, and to the extent
of, any
information disclosed in writing for the purpose of such qualifications
to, and acknowledged in writing by, the relevant Dealers or, as
the case
may be, the Dealers and the Arranger on or before the relevant
Agreement
Date.
|
4.4
|
RF
and RG
shall be deemed to repeat the representations, warranties and agreements
contained in clauses 4.1 and 4.2 on each date on which the Prospectus
is
revised, supplemented or amended and on each date on which the
aggregate
nominal amount of the Programme is increased in accordance with
clause
12.
|
4.5
|
Except
to the
extent as may be acknowledged by the Dealers in clause 4.3,
representations, warranties and undertakings contained in this
clause
shall continue in full
|
12
force
and effect
notwithstanding the actual or constructive knowledge of any Dealer with
respect
to any of the matters referred to in the representations, warranties and
undertakings set out above, any investigation by or on behalf of the Dealers
or
completion of the subscription and issue of any Notes.
(a)
|
The
relevant
Issuer and the Guarantor (if applicable) shall promptly after becoming
aware of the occurrence thereof notify each Dealer of any Event
of Default
or any condition, event or act which would after an issue of Notes
(or
would with the giving of notice and/or the lapse of time) constitute
an
Event of Default or of any breach of the representations and warranties
or
undertakings contained in the Agreements and shall take such steps
as may
reasonably be requested by the Dealers or, in relation to any specific
Tranche, the relevant Dealer or the Lead Manager on behalf of the
relevant
Dealers, respectively, (and in such case prior to the Issue Date)
to
remedy and/or publicise the same.
|
(b)
|
If,
following
the Agreement Date and before the Issue Date of the relevant Notes,
the
relevant Issuer becomes aware that the conditions specified in
clause 3.2
will not be satisfied in relation to that issue, such Issuer shall
forthwith notify the relevant Dealer (except as otherwise specifically
provided) to this effect giving full details thereof. In such
circumstances, the relevant Dealer shall be entitled (but not bound)
by
notice to the relevant Issuer to be released and discharged from
its
obligations under the agreement reached under clause
2.
|
(a)
|
On
or before
each anniversary of the date of this Agreement, the Issuers shall,
prior
to the first issue of Notes falling on or after the first anniversary
of
the date of the most recent Prospectus, update or amend the Prospectus
(following consultation with the Arranger who will consult with
the
Dealers) by the publication of a supplement thereto or a new Prospectus,
in a form reviewed by the Dealers.
|
(b)
|
If
a
significant new factor, material mistake or inaccuracy arises or
is noted
relating to the information included in the Prospectus as then
amended and
supplemented which is capable of affecting an assessment by investors
of
the Notes, a supplement to the Prospectus or new Prospectus will
be
prepared in a form reviewed by the Dealers, provided that each
of the
relevant Issuer and the Guarantor undertakes that in the period
from and
including an Agreement Date to and including the related Issue
Date of the
new Notes, it will only prepare and publish a supplement to, or
replacement of, the Prospectus if it is required, or has reasonable
grounds to believe that it is required, to do so in order to comply
with
Section 87G of the FSMA and, in such circumstances, such supplement
to, or
replacement of, the Prospectus shall, solely as between the relevant
Issuer and the Guarantor and the relevant Dealer and solely for
the
purposes of Section 87Q(4) of the FSMA and clause 3.2(a), be deemed
to
have been prepared and published so as to comply with the requirements
of
Section 87G of the FSMA.
|
(c)
|
If
the terms
of the Programme are modified or amended in a manner which would
make the
Prospectus inaccurate or misleading then a new Prospectus will
be prepared
and published in accordance with the Prospectus Regulation by the
relevant
Issuer and (if applicable) the Guarantor in a form approved by
the
Dealers.
|
(d)
|
Upon
any
supplement or replacement Prospectus being prepared and published
as
provided above the Issuer and the Guarantor shall supply to each
Dealer
such
|
13
number
of copies of such
supplement or replacement Prospectus as each Dealer may reasonably request.
Until a Dealer receives such supplement or replacement Prospectus, as the
case
may be, the definition of Prospectus in subclause 1.1 shall, in relation
to such
Dealer, mean the Prospectus prior to the publication of such supplement
or
replacement Prospectus, as the case may be.
5.3
|
Each
Issuer
confirms that it has made or caused to be made an application for the Programme
to be listed on the London Stock Exchange.
In
connection with
such application in respect of any Series of Notes which is intended to be
so
listed, the relevant Issuer shall endeavour to obtain the listing as promptly
as
practicable and the relevant Issuer and the Guarantor (if applicable) shall
furnish or procure to be furnished any and all documents, instruments,
information and undertakings and publish all advertisements or other material
as
may be necessary or advisable in order to obtain and maintain (whilst such
Notes
are outstanding) such listing.
If
in relation to
any issue of Notes, it is agreed between the relevant Issuer and, in the
case of
an issue by RF, RF and RG and the relevant Dealer or the Lead Manager, as
the
case may be, to list the Notes on a Stock Exchange, the relevant Issuer and,
in
the case of Notes issued by RF, failing RF, RG undertakes to use its reasonable
endeavours to obtain and maintain the listing of the Notes on that Stock
Exchange. If any Notes cease to be listed on the relevant Stock Exchange,
the
relevant Issuer shall use its reasonable endeavours promptly to list the
Notes
on another stock exchange which is commonly used for the quotation or listing
of
debt securities as it may decide, with the approval of the relevant Dealer
or
Lead Manager, as the case may be. For the avoidance of doubt, where the relevant
Issuer has obtained the listing of Notes on a regulated market in the European
Economic Area, the undertaking extends to maintaining that listing, or if
this
is not possible, to obtaining listing of the relevant Notes on another European
Economic Area regulated market.
Each
Issuer and the
Guarantor (if applicable) shall comply with the rules of each relevant Stock
Exchange (or any other relevant authority or authorities) and shall otherwise
comply with any undertakings given by it from time to time to the relevant
Stock
Exchange (or any other relevant authority or authorities) in connection with
any
Notes issued or guaranteed (if applicable) by it listed on such Stock Exchange
or the listing thereof and, without prejudice to the generality of the
foregoing, shall furnish or procure to be furnished to the relevant Stock
Exchange (or any other relevant authority or authorities) all such information
as the relevant Stock Exchange (or any other relevant authority or authorities)
may require in connection with the listing on such Stock Exchange of any
such
Notes.
5.4
|
Each
of RG and RF
undertakes that it will not:
(a)
|
without
prior
consultation with the Dealers, terminate any of the Agreements
or effect
or permit to become effective any amendment to any such Agreement
which,
in the case of an amendment, would or might adversely affect the
interests
of any Dealer or any holder of Notes issued after the date of such
amendment; or
|
(b)
|
without
prior
consultation with the Dealers, appoint a different Trustee under
the Trust
Deed; or
|
(c)
|
without
prior
consultation with the Dealers, appoint a different Agent under
the Agency
Agreement,
|
14
and
RG will
promptly notify each of the Dealers of any termination of, or amendment to,
any
of the Agreements and of any change in the Trustee under the Trust Deed and/or
the Agent under the Agency Agreement.
Each
Issuer and the
Guarantor (if applicable) will at all times ensure that all necessary action
is
taken and all necessary conditions are fulfilled in the United Kingdom and,
to
the best of its knowledge and belief, elsewhere (including, without limitation,
the obtaining of all necessary consents) so that it may lawfully comply with
its
obligations under all Notes issued or guaranteed (if applicable) by it, the
Agreements and, further, so that it may comply with any applicable laws,
regulations, Directives and guidelines from time to time promulgated by any
governmental and regulatory authorities or stock exchange relevant in the
context of the issue of Notes.
Each
Issuer will
notify the Dealers immediately in writing, if any of the persons named in
the
list referred to in paragraph 3 of Part I of the Initial Documentation List
ceases to be authorised to take action on its behalf or if any additional
person
becomes so authorised together, in the case of an additional authorised person,
with evidence satisfactory to the Dealers that such person has been so
authorised.
RF
and RG will (i)
at the time of the preparation of the initial Prospectus, (ii) thereafter
upon
each occasion when the Prospectus is updated or amended pursuant to clause
5.2(a) and on each occasion when the Prospectus is revised, supplemented
or
amended (insofar as such revision, supplement, amendment or update concerns
or
contains financial information about such Issuer or the Group) (iii) in the
case
of Notes issued on a syndicated basis and (iv) at other times whenever so
agreed
with a Dealer deliver, at the expense of RF and/or RG, as the case may be,
to
the Dealers a comfort letter or comfort letters from independent auditors
of RF
and/or RG, as the case may be, in such form and with such content as the
Dealers
may reasonably request provided that no such letter or letters will be delivered
under (ii) above if the only revision, supplement or amendment concerned
is the
publication or issue of any audited financial statements of RF and/or RG,
as the
case may be. For the avoidance of doubt, no comfort letter will be automatically
deliverable on the mere publication of financial information which is
incorporated by reference in the Prospectus.
It
at or prior to
the time of any agreement to issue and purchase Notes under clause 2 such
a
request is made with respect to the Notes to be issued, the receipt of the
relevant comfort letter or letters in a form satisfactory to the relevant
Dealer
shall be a further condition precedent to the issue of those Notes to that
Dealer.
The
relevant Issuer
will, at the same time as it is despatched, furnish the Dealers with a copy
of
every notice of a meeting of the holders of the Notes issued by it (or any
of
them) which is despatched at the instigation of such Issuer and will notify
the
Dealers immediately upon its becoming aware that a meeting of the holders
of the
Notes issued by it (or any of them) has otherwise been convened.
5.9
|
RG
undertakes
promptly to notify the Dealers of any change in the ratings given by the
Credit
Rating Agencies of debt issued by or guaranteed by RG or upon it becoming
aware
that such ratings are listed on “Creditwatch”
or other similar
publication of formal review by the relevant rating agency.
15
5.10
|
In
respect of any
Tranche of Notes which have a maturity of less than one year, the relevant
Issuer will issue such Notes only if the following conditions apply (or the
Notes can otherwise be issued without contravention of Section 19 of the
FSMA):
(a)
|
the
relevant
Dealer covenants in the terms set out in paragraph 2(iii) of Appendix
B;
and
|
(b)
|
the
redemption value of each Note is not less than £100,000 (or an amount of
equivalent value denominated wholly or partly in a currency other
than
sterling), and no part of any Note may be transferred unless the
redemption value of that part is not less than £100,000 (or such an
equivalent amount).
|
6.
|
6.1
|
Without
prejudice to the other rights or remedies of the Dealers, the relevant
Issuer and, in the case of Notes issued by RF, RG jointly and severally
with RF undertakes to each Dealer that if that Dealer or any Relevant
Party relating to that Dealer incurs any liability, damages, cost,
loss or
expense (including, without limitation. legal fees, costs and expenses)
(a
“Loss”)
arising out
of, in connection with, or based
on:
|
(a)
|
any
failure
by the relevant Issuer to issue on the agreed Issue Date any Notes
which a
Dealer has agreed to purchase; or
|
(b)
|
any
actual or
alleged breach of the representations, warranties and undertakings
contained in, or made or deemed to be made by such Issuer or the
Guarantor
(if applicable) under the Agreement;
or
|
(c)
|
any
untrue or
misleading (or allegedly untrue or misleading) statement in, or
any
omission (or alleged omission) from, the Prospectus;
or
|
(d)
|
any
untrue or
misleading (or allegedly untrue or misleading) statement in any
additional
written information provided by the relevant Issuer or the Guarantor
(if
applicable) to the Dealers under clause
7,
|
the
relevant Issuer
and/or the Guarantor (if applicable) shall pay to that Dealer on demand an
amount equal to such Loss. No Dealer shall have any duty or obligation, whether
as fiduciary or trustee for any Relevant Party or otherwise, to recover any
such
payment or to account to any other person for any amounts paid to it under
this
clause 6.1.
6.2
|
In
case any
action shall be brought against any Relevant Party in respect of
which
recovery may be sought from the relevant Issuer and/or the Guarantor
(if
applicable) under this clause 6, the relevant Dealer shall promptly
notify
the relevant Issuer and the Guarantor (if applicable) in writing
but
failure to do so will not relieve the relevant Issuer or the Guarantor
(if
applicable) from any liability under this
Agreement.
|
6.3
|
If
it so
elects within a reasonable time after receipt of the notice referred
to in
clause 6.2, the relevant Issuer and/or the Guarantor (if applicable)
may
assume the defence of the action with legal advisers chosen by it and
approved by the Relevant Party. Notwithstanding such election a
Relevant
Party may employ separate legal advisers, and the relevant Issuer
and/or
the Guarantor (if applicable) shall bear the fees and expenses
of such
separate legal advisers if:
|
(a)
|
the
use of
the legal advisers chosen by the relevant Issuer or the Guarantor
(if
applicable) to represent the Relevant Party would present such
legal
advisers with a conflict of
interest;
|
16
(b)
|
the
actual or
potential defendants in, or targets of, any such action include
both the
Relevant Party and the relevant Issuer or the Guarantor (if applicable)
and the Relevant Party concludes that there may be legal defences
available to it and/or other Relevant Parties which are different
from or
additional to those available to the relevant Issuer or the Guarantor
(if
applicable);
|
(c)
|
the
relevant
Issuer or the Guarantor (if applicable) has not employed legal
advisers
satisfactory to the Relevant Party to represent the Relevant Party
within
a reasonable time after notice of the institution of such action;
or
|
(d)
|
the
relevant
Issuer or the Guarantor (if applicable) authorises the Relevant
Party to
employ separate legal advisers at the expense of the relevant Issuer
or
the Guarantor (if applicable).
|
If
the relevant
Issuer or the Guarantor (if applicable) assumes the defence of the action,
neither the relevant Issuer nor the Guarantor (if applicable) shall be liable
for any fees and expenses of legal advisers of the Relevant Party incurred
thereafter in connection with the action, except as stated above.
6.4
|
Neither
the
relevant Issuer nor the Guarantor (if applicable) shall be liable
in
respect of any settlement of any action effected without its consent,
such
consent not to be unreasonably withheld or delayed. Neither the
relevant
Issuer nor the Guarantor (if applicable) shall without the prior
written
consent of the Relevant Party settle or compromise or consent to
the entry
of any judgment with respect to any pending or threatened claim
or action
in respect of which recovery may be sought hereunder (whether or
not the
Relevant Party is an actual or potential party to such claim or
action)
unless such settlement, compromise or consent includes an unconditional
release of the Relevant Party from all liability arising out of
such claim
or action and does not include a statement as to or an admission
of fault,
culpability or failure to act by or on behalf of the Relevant
Party.
|
7.1
|
Subject
to
clause 8 below, each Issuer hereby authorises each of the Dealers
on
behalf of such Issuer and the Guarantor (if applicable) to provide
copies
of and make oral statements consistent with (i) the Prospectus
(and any
translation of all or any part of the Prospectus or any summary
drawn up
pursuant to Article 19(4) of the Prospectus Directive, as the case
may
be), (ii) the relevant Final Terms and (iii) such additional written
information as such Issuer or the Guarantor (if applicable) shall
provide
to the Dealers and approve for the Dealers to use in connection
with the
Programme.
|
7.2
|
No
Dealer is
authorised to give any information or make any representation in
connection with the offering or sale of any Notes other than those
contained or consistent with, the Prospectus, the relevant Final
Terms and
such additional written information as the relevant Issuer shall
provide
to the Dealers or approve for the Dealers to use as contemplated
by clause
7.1 above.
|
8.1
|
Each
Dealer
undertakes to comply with the restrictions and agreements set out
in
Appendix B hereto unless otherwise agreed with the relevant
Issuer.
|
8.2
|
Each
Dealer
undertakes with the relevant Issuer and the Guarantor (if applicable)
that
it will indemnify and hold harmless such Issuer and Guarantor (if
applicable), each of their respective affiliates and each person
who
controls such Issuer and the Guarantor (if applicable) (within
the meaning
of section 15 of the Securities Act or section 20 of the Exchange
Act) and
each of their respective directors, officers, employees and agents
from
|
17
and
against any and
all losses, liabilities, costs, claims, damages, expenses (including, but
not
limited to, legal costs and expenses reasonably incurred) or demands (or
actions
in respect thereof) which any of them may incur or which may be made against
any
of them, insofar as such losses, liabilities, costs, claims, damages, expenses
or demands (or actions in respect thereof) arise out of, in relation to
or in
connection with any failure by such Dealer to comply with the restrictions
and
agreements set out in Appendix B hereto. The provisions of clauses 6.2
and 6.3
of this Agreement shall apply mutatis
mutandis to
this clause
8.2.
The
relevant Issuer
(failing whom the Guarantor, in the case of Notes to be issued by RF) undertakes
that it will:
(a)
|
pay
to each
Dealer all commissions agreed between the relevant Issuer and such
Dealer
in connection with the sale of any Notes to that Dealer and any
value
added or other tax thereon);
|
(b)
|
pay
(together
with any value added tax or other tax
thereon):
|
(i)
|
the
fees and
expenses of its legal advisers and
auditors:
|
(ii)
|
the
cost of
listing and maintaining the listing of any Notes which are to be
listed on
a Stock Exchange:
|
(iii)
|
the
cost of
obtaining any credit rating for the
Notes:
|
(iv)
|
the
fees and
expenses of the Trustee and the agents appointed under the Agency
Agreement; and
|
(v)
|
all
expenses
in connection with the establishment of the Programme and each
future
update of the Programme including, but not limited to, the preparation,
printing, delivery and distribution of the Prospectus, all supplements
and
amendments to it, replacement of it and each update to it and the
cost of
any publicity or advertising agreed by the relevant Issuer and
in the case
of an issue by RF, RF and RG;
|
(c)
|
pay
to X.X.
Xxxxxx Securities Ltd. the fees and disbursements of the legal
advisers
appointed to represent the Dealers and the Trustee (including any
value
added tax or other tax thereon) in connection with the establishment
of
the Programme; and
|
(d)
|
pay
promptly,
and in any event before any penalty becomes payable, any United
Kingdom,
Luxembourgeois or Belgian stamp, documentary, registration or similar
duty
or tax including any stamp duty reserve tax) payable in connection
with
the entry into performance (including any transaction carried out
pursuant
to this Agreement), enforcement or admissibility in evidence of
any Note,
any of the Agreements, any Final Terms or any communication pursuant
thereto or on any exchange of the Temporary Global Note for a Permanent
Global Note or of a Global Note for Definitive
Notes.
|
The
Issuers and the
Guarantor (if applicable) or (as to itself) a Dealer may terminate the
arrangements described in this Agreement by giving not less than 30 days’ written
notice to
the other parties hereto. The relevant Issuer and the Guarantor (if applicable)
may terminate the appointment of a Dealer or Dealers by giving, not less
than 30
days’ written
notice to such Dealer or Dealers with a copy promptly thereafter to all the
other Dealers, the Trustee and the Agent). Termination shall not affect any
rights or obligations (including, but not limited to those arising, under
clauses 6, 8 and/or 9) which have
18
accrued
at the time of
termination or which accrue thereafter in relation to any act or omission
or
alleged act or omission which occurred prior to such time. In addition,
if any
such termination occurs after the relevant Issuer has accepted an offer
to
subscribe or procure the subscription of Notes and prior to the Issue Date
in
respect thereof, the obligations of such Issuer under clauses 2 and 3 shall
also
remain in effect.
11.1
|
Nothing
in
this Agreement shall prevent the Issuers and the Guarantor from
appointing
one or more New Dealers for the duration of the Programme or, with
regard
to an issue of a particular Tranche of Notes, the relevant Issuer
from
appointing one or more New Dealers for the purposes of that Tranche,
in
either case upon the terms of this Agreement and provided that,
unless
such appointment is effected pursuant to a Subscription
Agreement:
|
(a)
|
any
New
Dealer shall have first delivered to the relevant Issuer and Guarantor
an
appropriate Dealer Accession Letter;
and
|
(b)
|
the
relevant
Issuer and Guarantor shall have delivered to such New Dealer an
appropriate Confirmation Letter.
|
11.2
|
Upon
receipt
of the relevant Confirmation Letter or execution of the relevant
Subscription Agreement, as the case may be, each such New Dealer
shall,
subject to the terms of the relevant Dealer Accession Letter or
the
relevant Subscription Agreement, as the case may be, become a party
to
this Agreement, vested with all authority, rights, powers, duties
and
obligations of a Dealer as if originally named as a Dealer hereunder
provided further that, except in the case of the appointment of
a New
Dealer for the duration of the Programme, following the Issue Date
of the
relevant Tranche, the relevant New Dealer shall have no further
such
authority, rights, powers, duties or obligations except such as
may have
accrued or been incurred prior to, or in connection with, the issue
of
such Tranche.
|
11.3
|
The
Issuers
shall promptly notify the other Dealers, the Trustee and the Agent
of any
appointment of a New Dealer for the duration or the Programme by
supplying
to such parties a copy of any Dealer Accession Letter and Confirmation
Letter. Such notice shall be required to be given in the case of
an
appointment of a New Dealer for a particular Tranche of Notes to
the
Trustee and the Agent only.
|
12.1
|
From
time to
time the Issuers may wish to increase the aggregate nominal amount
of the
Notes that may be issued under the Programme. In such circumstances,
the
Issuers may give notification of such an increase (subject as set
out in
clause 12.2) by delivering to the Dealers, with a copy to the Trustee
and
the Agent, a letter substantially in the form set out in Appendix
D
hereto. Upon the date specified in such notice (which date may
not be
earlier than seven London business days after the date the notice
is
given) and subject to satisfaction of the conditions precedent
set out in
clause 12.2, all references in the Agreements to a Euro Medium
Term Note
Programme of a certain nominal amount shall be deemed to be references
to
a Euro Medium Term Note Programme of the increased nominal
amount.
|
12.2
|
Notwithstanding
clause 12.1, the right of the Issuers to increase the aggregate
nominal
amount of the Programme shall be subject to each Dealer having
received
and found satisfactory all the documents and confirmations described
in
Part II of the Initial Documentation List (with such changes as
may be
relevant with reference to the circumstances at the time of the
proposed
increase as are agreed between the Issuers and the Dealers), and
the
satisfaction of any further conditions precedent that any of the
Dealers
may reasonably require, including, without limitation, the production
of a
new
|
19
Prospectus
or a supplement
to the Prospectus by the Issuers and any further or other documents required
by
the relevant Stock Exchange for the purpose of listing any Notes to be
issued on
the relevant Stock Exchange. The Arranger shall circulate to the Dealers
all the
documents and confirmations described in Part II of the Initial Documentation
List and any further conditions precedent so required. Any Dealer must
notify
the Arranger and the Issuers within ten London business days of receipt
if it
considers, in its reasonable opinion, such documents, confirmations and,
if
applicable, such further conditions precedent to be unsatisfactory and,
in the
absence of such notification, such Dealer shall be deemed to consider
such
documents and confirmations to be satisfactory and such further conditions
precedent to be satisfied.
Each
of the Dealers
agrees that the Arranger has only acted in an administrative capacity to
facilitate the establishment and/or maintenance of the Programme and has
no
responsibility to it for (a) the adequacy, accuracy, completeness or
reasonableness of any representation, warranty, undertaking, agreement,
statement or information in the Prospectus, any Final Terms, this Agreement
or
any information provided in connection with the Programme or (b) the nature
and
suitability to it of all legal, tax and accounting matters and all documentation
in connection with the Programme or any Tranche.
14.
|
This
Agreement may
be signed in any number of counterparts, all of which, taken together, shall
constitute one and the same agreement and any party may enter into this
Agreement by executing a counterpart.
15.
|
15.1
|
All
communications shall be by telex, fax or letter delivered by hand
or (but
only where specifically provided in the Procedures Memorandum)
by
telephone. Each communication shall be made to the relevant party
at the
telex number, fax number or address or telephone number and, in
the case
of a communication by telex, fax or letter, marked for the attention
of,
or (in the case of a communication by telephone) made to, the person
or
department from time to time specified in writing by that party
to the
other for the purpose. The initial telephone number, telex number,
fax
number and person(s) or department so specified by each party are
set out
in the Procedures Memorandum.
|
15.2
|
A
communication shall be deemed received (if by telex) when a confirmed
answerback is received at the end of the transmission, (if by fax)
when an
acknowledgement of receipt is received, (if by telephone) when
made or (if
by letter) when delivered, in each case in the manner required
by this
clause. However, if a communication is received after business
hours on
any business day or on a day which is not a business day in the
place of
receipt it shall be deemed to be received and become effective
on the next
business day in the place of receipt. Every communication shall
be
irrevocable save in respect of any manifest error
therein.
|
16.1
|
This
Agreement shall be binding upon and shall inure for the benefit
of the
Issuers, the Guarantor and each Dealer and their respective successors
and
permitted assigns.
|
16.2
|
A
Dealer may
only assign or transfer its rights or obligations under this Agreement
with the prior written consent of the Issuers (such consent not
to be
unreasonably withheld) except for an assignment and/or transfer
of all of
a Dealer’s
rights and
obligations hereunder in whatever form such Dealer determines may
be
appropriate to a partnership, corporation, trust or other organisation
in
whatever form that may succeed to, or to which the Dealer transfers,
all
or substantially all of the Dealer’s
assets and business and that
|
20
assumes
such obligations
by contract, operation of law or otherwise. Upon any such transfer and
assumption of obligations such Dealer shall be relieved of and fully
discharged
from all obligations under this Agreement, whether such obligations arose
before
or after such transfer and assumption.
17.1
|
In
the case
of any Series of Notes which require the appointment of a Calculation
Agent the Agent shall act as Calculation Agent, unless the relevant
Dealer
or, as the case may be, the Lead Manager requests the relevant
Issuer to
appoint such Dealer or Lead Manager, or a person nominated by such
Dealer
or Lead Manager (a “Nominee”),
as
Calculation Agent.
|
17.2
|
Should
such a
request be agreed by the relevant Issuer the appointment of that
Dealer,
Lead Manager or Nominee shall be automatic upon the issue of the
relevant
Series of Notes and shall, except as agreed, be on the terms set
out in
the Calculation Agency Agreement set out in Schedule 1 to the Agency
Agreement, and no further action shall be required to effect the
appointment of such Dealer, Lead Manager or Nominee as Calculation
Agent
in relation to that Series of Notes, and the Schedule to the Calculation
Agency Agreement shall be deemed to be duly annotated to include
such
Series. The name of the Dealer, Lead Manager or Nominee so appointed
will
be entered in the applicable Final
Terms.
|
18.
|
In
connection with
the distribution of any Notes, the Dealer (if any) designated as stabilising
manager in the applicable Final Terms or any person acting for him may
over-allot or effect transactions with a view to supporting the market price
of
such Notes and/or any associated securities at a level higher than that which
might otherwise prevail, but in doing so such Dealer or any such person acting
for him shall act as principal and not as agent of the relevant Issuer or,
if
applicable, the Guarantor. Any stabilisation will be conducted in accordance
with all applicable regulations. Any loss resulting from over-allotment and
stabilisation shall be borne, and any net profit arising therefrom shall
be
retained, by the stabilising manager for its own account.
A
person who is not
a party to this Agreement has no right under the Contracts (Rights of Third
Parties) Xxx 0000 to enforce any term of this Agreement, but this does not
affect any right or remedy of a third party which exists or is available
apart
from that Act.
20.
|
This
Agreement and
every agreement for the issue and purchase of Notes as referred to in clause
2
shall be governed by, and construed in accordance with, the laws of
England.
21
APPENDIX
A
Part
I
1.
|
A
certified
copy of the Memorandum and Articles of Association of RF and
RG.
|
2.
|
A
certified
copy of all resolutions and other authorisations required to be
passed or
given, and evidence of any other action required to be taken on
behalf of
RF and RG:
|
(a)
|
to
approve
its entry into the Agreements, the creation of the Programme and
the issue
of Notes;
|
(b)
|
to
authorise
appropriate persons to execute each of the Agreements and any Notes
and to
take any other action in connection therewith;
and
|
(c)
|
to
authorise
appropriate persons to enter into agreements with any Dealer on
behalf of
RF and/or RG in connection with the issue of Notes in accordance
with
clause 2 of this Agreement.
|
3.
|
A
certified
list of the names, titles and specimen signatures of the persons
authorised on behalf of RF and RG in accordance with paragraph
2(c)
above.
|
4.
|
Certified
copies of any other governmental or other consents, authorisations
and
approvals required for RF and RG to issue Notes and for RG to give
the
Guarantee, for RF and RG to execute and deliver the Agreements
and for RF
and RG to fulfil their respective obligations under the
Agreements.
|
5.
|
Confirmation
that one or more master Temporary Global Notes and master Permanent
Global
Notes with the Guarantee enfaced thereon (from which copies can
be made
for each particular issue of Notes), duly executed by a person
or persons
authorised to take action on behalf of RF and/or RG as specified
in
paragraph 2(b) above, have been delivered to the
Agent.
|
6.
|
A
legal
opinion addressed to each of the Dealers and the Trustee dated
on or after
the date of this Agreement, in such form and with such content
as the
Dealers and the Trustee may reasonably require, from Ashurst, legal
advisers to RF and RG as to English
law.
|
7.
|
A
conformed
copy of each Agreement and confirmation that executed copies of
such
documents have been delivered, in the case of the Trust Deed, to
the
Trustee and, in the case of the Agency Agreement, to the Trustee
and the
Agent (for itself and the other agents party
thereto).
|
8.
|
A
printed
final version of the Prospectus and the Procedures
Memorandum.
|
9.
|
Confirmation
that the Prospectus has been approved as a base prospectus by the
Financial Services Authority and has been published in accordance
with the
Prospectus Directive.
|
10.
|
Comfort
letters from PricewaterhouseCoopers as independent auditors of
RF and RG
in such form and with such content as the Dealers may reasonably
request.
|
11.
|
Confirmation
that the Programme has been rated by the Credit Rating
Agencies.
|
22
Part
II
1.
|
A
certified
copy of the Memorandum and Articles of Association of RF and RG
or
confirmation that they have not been changed since they were last
submitted to the Dealers.
|
2.
|
A
certified
copy of all resolutions and other authorisations required to be
passed or
given, and evidence of any other action required to be taken, on
behalf of
RF and RG to approve the increase in the amount of the
Programme.
|
3.
|
Certified
copies of any other governmental or other consents, authorisations
and
approvals required for the
increase.
|
4.
|
Confirmation
that one or more master Temporary Global Notes and master Permanent
Global
Notes with the Guarantee enfaced thereon (from which copies can
be made
for each particular issue of Notes), duly executed by a person
or persons
authorised to take action on behalf of RF and RG as specified in
paragraph
2(b) of Part I of the Initial Documentation List, have been delivered
to
the Agent.
|
5.
|
A
legal
opinion addressed to each of the Dealers and the Trustee dated
on or after
the date of this Agreement, in such form and with such content
as the
Dealers and the Trustee may reasonably require, from Ashurst, legal
advisers to RF and RG as to English
law.
|
6.
|
A
printed
final version of the Prospectus.
|
7.
|
Comfort
letters from PricewaterhouseCoopers as independent auditors of
RF and RG
in such form and with such content as the Dealers may reasonably
request.
|
8.
|
Confirmation
from the Credit Rating Agencies that there has been no change in
the
rating assigned by them to the Programme as a result of the
increase.
|
00
XXXXXXXX
X
0.
|
Xxxxxx
Xxxxxx
|
(1)
|
The
Notes
have not been and will not be registered under the Securities Act,
and may
not be offered or sold within the United States or to, or for the
account
or benefit of, U.S. persons except in accordance with Regulation
S under
the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. Each Dealer represents and
agrees that
it has offered and sold any Notes, and will offer and sell any
Notes (i)
as part of their distribution at any time and (ii) otherwise until
40 days
after the completion of the distribution of all Notes of the Tranche
of
which such Notes are a part, as determined and certified as provided
below, only in accordance with Rule 903 of Regulation S under the
Securities Act. Each Dealer who has purchased Notes of a Tranche
hereunder
(or in the case of a sale of a Tranche of Notes issued to or through
more
than one Dealer, each of such Dealers as to the Notes of such Tranche
purchased by or through it or in the case of a syndicated issue,
the
relevant Lead Manager) shall determine and certify to the Agent
the
completion of the distribution of the Notes of such Tranche. On
the basis
of such notification or notifications, the Agent agrees to notify
such
Dealer/Lead Manager of the end of the distribution compliance period
with
respect to such Tranche. Each Dealer also agrees that, at or prior
to
confirmation of sale of Notes, it will have sent to each distributor,
dealer or person receiving a selling concession, fee or other remuneration
that purchases Notes from it during the distribution compliance
period a
confirmation or notice to substantially the following
effect:
|
“The
Securities
covered hereby have not been registered under the U.S. Securities Act of
1933,
as amended (the “Securities
Act”
), and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise
until 40 days after the completion of the distribution of the Securities
as
determined and certified by the relevant Dealer, in the case of a non-syndicated
issue, or the Lead Manager, in the case of a syndicated issue, and except
in
either case in accordance with Regulation S under the Securities Act. Terms
used
above have the meanings given to them by Regulation S.”
Terms
used in this
paragraph 1(1) have the meanings given to them by Regulation S.
(2)
|
Each
Dealer
represents and agrees that it, its affiliates or any persons acting
on its
or their behalf have not engaged and will not engage in any directed
selling efforts with respect to any Note, and it and they have
complied
and will comply with the offering restrictions requirement of Regulation
S.
|
(3)
|
In
addition
in respect of Notes where TEFRA D is specified in the applicable
Final
Terms:
|
(a)
|
except
to the
extent permitted under U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)
(the
“D
Rules”),
each
Dealer (a) represents that it has not offered or sold, and agrees
that
during the restricted period it will not offer or sell, Notes in
bearer
form to a person who is within the United States or its possessions
or to
a United States person, and (b) represents that it has not delivered
and
agrees that it will not deliver within the United States or its
possessions definitive Notes in bearer form that are sold during
the
restricted period;
|
(b)
|
each
Dealer
represents that it has and agrees that throughout the restricted
period it
will have in effect procedures reasonably designed to ensure that
its
employees or agents who are directly engaged in selling Notes in
bearer
form are aware that such Notes may not be offered or sold during
the
restricted period to a person who is within the United States or
its
possessions or to a United States person, except as permitted by
the D
Rules;
|
24
(c)
|
if
it is a
United States person, each Dealer represents that it is acquiring
the
Notes for purposes of resale in connection with their original
issuance
and if it retains Notes in bearer form for its own account, it
will only
do so in accordance with the requirements of U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D)(6); and
|
(d)
|
with
respect
to each affiliate that acquires Notes from a Dealer for the purpose
of
offering or selling such Notes during the restricted period, such
Dealer
repeats and confirms the representations and agreements contained
in
subparagraphs (a), (b) and (c) on such affiliate’s
behalf.
|
Terms
used in this
paragraph 1(3) have the meanings given to them by the U.S. Internal Revenue
Code
and regulations thereunder, including the D Rules.
(4)
|
In
respect of
Notes where TEFRA C is specified in the applicable Final Terms,
such Notes
must be issued and delivered outside the United States and its
possessions
in connection with their original issuance. Each Dealer represents
and
agrees that it has not offered, sold or delivered, and will not
offer,
sell or deliver, directly or indirectly, such Notes within the
United
States or its possessions in connection with their original issuance.
Further, each Dealer represents and agrees in connection with the
original
issuance of such Notes that it has not communicated, and will not
communicate, directly or indirectly, with a prospective purchaser
if such
purchaser is within the United States or its possessions and will
not
otherwise involve its U.S. office in the offer or sale of such
Notes.
|
(5)
|
Each
issue of
Index Linked Notes or Dual Currency Notes shall be subject to such
additional U.S. selling restrictions as the relevant Issuer and
the
relevant Dealer may agree as a term of the issue and purchase of
such
Notes, which additional selling restrictions shall be set out in
the
applicable Final Terms. The relevant Dealer agrees that it shall
offer,
sell and deliver such Notes only in compliance with such additional
U.S.
selling restrictions.
|
2.
|
United
Kingdom
|
Each
Dealer
represents and agrees that:
(a)
|
in
relation
to any Notes which have a maturity of less than one year, it is
a person
whose ordinary activities involve it in acquiring, holding, managing
or
disposing of investments (as principal or agent) for the purposes
of its
business and (ii) it has not offered or sold and will not offer
or sell
the Notes other than to persons whose ordinary activities involve
them in
acquiring, holding, managing or disposing of investments (as principal
or
as agent) for the purposes of their businesses or who it is reasonable
to
expect will acquire, hold, manage or dispose of investments (as
principal
or agent) for the purposes of their businesses where the issue
of the
Notes would otherwise constitute a contravention of Section 19
of the FSMA
by the Issuer;
|
(b) |
it
has only
communicated or caused to be communicated and will only communicate
or
cause to be communicated an invitation or inducement to engage
in
investment activity (within the meaning of Section 21 of
the FSMA)
received by it in connection with the issue or sale of the
Notes in
circumstances in which Section 21(1) of the FSMA does not
apply to the
Issuer or the Guarantor;
and
|
(c) |
it
has
complied and will comply with all applicable provisions of the
FSMA with
respect to anything done by it in relation to the Notes in, from
or
otherwise involving the United
Kingdom.
|
3.
|
Japan
|
The
Notes have not
been and will not be registered under the Securities and Exchange Law of
Japan
(the “Securities
and
Exchange Law”)
and each Dealer
represents and
25
agrees,
and each
further Dealer appointed under the Programme will be required to represent
and
agree, that it has not, directly or indirectly, offered or sold and will
not
offer or sell any Notes, directly or indirectly, in Japan or to any resident
of
Japan (which term as used herein means any person resident in Japan, including
any corporation or other entity organised under the laws of Japan), or to
others
for re-offering or resale, directly or indirectly, in Japan or to, or for
the
benefit of, any resident of Japan except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the Securities
and Exchange Law and any other applicable laws and regulations of
Japan.
4.
|
Germany
|
Each
Dealer
acknowledges, and each further Dealer appointed under the Programme will
be
required to acknowledge, that it will comply with the restrictions contained
in
the German Securities Prospectus Act (Wertpapierprospektgesetz)
and any other
laws and regulations applicable in the Federal Republic of Germany governing
the
issue, the offering and the sale of securities.
5.
|
The
Netherlands
|
Each
Dealer
represents and agrees, and each further Dealer appointed under the Programme
will be required to represent and agree, that it has not, directly or
indirectly, offered or sold and will not, directly or indirectly, offer or
sell
in The Netherlands any Notes with a denomination of less than €50,000 (or its
foreign currency equivalent) other than to persons who trade or invest in
securities in the conduct of a profession or business (which include banks,
stockbrokers, insurance companies, pension funds, other institutional investors
and finance companies and treasury departments of large enterprises) unless
one
of the other exemptions from or exceptions to the prohibition contained in
article 3 of the Dutch Securities Transactions Supervision Xxx 0000
(“Wet
toezicht
effectenverkeer 1995”)
is applicable and
the conditions attached to such exemption or exception are complied with.
In
addition, transfer requirements may apply to Zero Coupon Notes and other
Notes
which qualify as savings certificates as defined in the Savings Certificates
Act
(Wet
inzake
Spaarbewizen).
6.
|
General
|
These
selling
restrictions may be modified by the agreement of the Issuers and the Dealers
following a change in a relevant law, regulation or directive. Any such
modification will be set out in the Final Terms issued in respect of the
issue
of Notes to which it relates or in a supplement to this Prospectus.
Other
than in the
United Kingdom, no action has been taken in any jurisdiction that would permit
a
public offering of any of the Notes, or possession or distribution of the
Prospectus or any other offering material or any Final Terms, in any country
or
jurisdiction where action for that purpose is required.
Each
Dealer agrees,
and each further Dealer appointed under the Programme will be required to
agree,
that it will, to the best of its knowledge, comply with all relevant laws,
regulations and directives in each jurisdiction in which it purchases, offers,
sells or delivers Notes or has in its possession or distributes the Prospectus,
any other offering material or any Final Terms and neither of the Issuers
and,
in the case of an issue by RF, neither RF or RG and none of the Dealer shall
have responsibility therefor.
With
regard to each
Tranche, the relevant Dealer will be required to comply with additional
restrictions agreed between the Issuer and the relevant Dealer and set out
in
the applicable Final Terms.
26
APPENDIX
C
PART
I
FORM
OF DEALER ACCESSION LETTER - PROGRAMME
[Date]
To:
Reuters
Group PLC
Reuters
Finance
PLC
(the
“Issuers”)
Dear
Sirs,
Reuters
Group PLC and Reuters Finance PLC
£1,000,000,000
Euro
Medium
Term Note Programme
We
refer to the
Amended and Restated Programme Agreement dated 9 June 2006 entered into in
respect of the above Euro Medium Term Note Programme and made between the
Issuers and the Dealers party thereto (which agreement, as amended, supplemented
or restated from time to time, is herein referred to as the “Programme
Agreement”).
We
confirm that we
are in receipt of the documents referenced below:
(i) |
a
copy of the
Programme Agreement;
|
(ii) |
a
copy of
current versions of all documents referred to in Part I of Appendix
A of
the Programme Agreement; and
|
(iii) |
a
reliance
letter from the independent auditors of the
Issuers,
|
and
have found them
to our satisfaction.
For
the purposes of
the Programme Agreement our notice details are as follows:
[insert
name,
address, telephone, facsimile, telex (+ answerback) and
attention].
In
consideration of
the appointment by the Issuers of us as a Dealer under the Programme Agreement
we hereby undertake, for the benefit of the Issuers and each of the other
Dealers, that we will perform and comply with all the duties and obligations
expressed to be assumed by a Dealer under the Programme Agreement.
This
letter is
governed by, and shall be construed in accordance with, English
law.
Yours
faithfully,
[Name
of New
Dealer]
By:
cc:
Citicorp
Trustee
Company Limited as Trustee
Citibank,
N.A. as
Agent
The
other
Dealers
27
PART
II
FORM
OF
CONFIRMATION LETTER - PROGRAMME
[Date]
To: [Name
and
address of New Dealer]
Dear
Sirs,
Reuters
Group PLC and Reuters Finance PLC
£1,000,000,000
Euro
Medium
Term Note Programme
We
refer to the
Amended and Restated Programme Agreement dated 9 June 2006 (such agreement,
as
amended, supplemented or restated from time to time, the “Programme
Agreement”)
entered into in
respect of the above Euro Medium Term Note Programme and hereby acknowledge
receipt of your Dealer Accession Letter to us dated [specify].
We
hereby confirm
that, with effect from the date hereof, you shall become a Dealer under the
Programme Agreement in accordance with clause 11.2 of the Programme
Agreement.
Yours
faithfully,
Reuters
Group
PLC
By:
Reuters
Finance
PLC
By:
cc:
Citicorp
Trustee
Company Limited as Trustee
Citibank,
N.A. as
Agent
The
other
Dealers
28
PART
III
FORM
OF
DEALER ACCESSION LETTER - NOTE ISSUE
[Date]
To:
[Reuters
Group
PLC]/
[Reuters
Finance
PLC]
(the
“Issuer”)
Dear
Sirs.
[Reuters
Croup PLC]/[Reuters Finance PLC]
[Description
of
issue]
(the
“Notes”)
We
refer to the
Amended and Restated Programme Agreement dated 9 June 2006 and made between
the
Issuer and the Dealers party thereto (which agreement, as amended, supplemented
or restated from time to time, is herein referred to as the “Programme
Agreement”).
We
confirm that we
are in receipt of the documents referenced below:
(i) |
a
copy of the
Programme Agreement; and
|
(ii) |
a
copy of
current versions of such of the other documents referred to in
Part I of
Appendix A of the Programme Agreement as we have
requested,
|
and
have found them
to our satisfaction or (in the case of the documents referred to in (ii)
above)
have waived such production.
For
the purposes of
the Programme Agreement our notice details are as follows:
[insert
name,
address, telephone, facsimile, telex (+ answerback) and
attention].
In
consideration of
the appointment by the Issuer of us as a Dealer under the Programme Agreement
in
respect of the issue of the Notes we hereby undertake, for the benefit of
the
Issuer and each of the other Dealers, that, in relation to the issue of the
Notes, we will perform and comply with all the duties and obligations expressed
to be assumed by a Dealer under the Programme Agreement.
This
letter is
governed by, and shall be construed in accordance with, English law.
Yours
faithfully
[Name
of New
Dealer]
By:
cc:
Citicorp
Trustee
Company Limited as Trustee
Citibank,
N.A. as
Agent
29
PART
IV
FORM
OF
CONFIRMATION LETTER - NOTE ISSUE
[Date]
To: [Name
and
address of New Dealer]
Dear
Sirs,
[Reuters
Group PLC]/[Reuters Finance PLC]
[Description
of
issue]
(the
“Notes”)
We
refer to the
Amended and Restated Programme Agreement dated 9 June 2006 (such agreement,
as
amended, supplemented or restated from time to time, the “Programme
Agreement”)
and hereby
acknowledge receipt of your Dealer Accession Letter to us dated [specify].
We
hereby confirm
that, with effect from the date hereof, in respect of the issue of the Notes,
you shall become a Dealer under the Programme Agreement in accordance with
the
provisions of clause 11.2 of the Programme Agreement.
Yours
faithfully,
[Reuters
Group
PLC]/[Reuters Finance PLC]
By:
cc:
Citicorp
Trustee
Company Limited as Trustee
Citibank,
N.A. as
Agent
30
APPENDIX
D
LETTER
REGARDING INCREASE IN THE NOMINAL AMOUNT OF THE PROGRAMME
[Date]
To:
The
Dealers (as such expression is defined in the
Amended
and
Restated Programme
Agreement
dated
9 June 2006,
as amended,
supplemented
or
restated from time to time,
(the
“Programme
Agreement”))
Dear
Sirs,
Reuters
Group PLC and Reuters Finance PLC
Euro
Medium
Term Note Programme
We
hereby require,
pursuant to clause 12.1 of the Programme Agreement, that the aggregate nominal
amount of the above Programme be increased to £ [specify]
from
[specify
date
which is no earlier than seven London business days after the date the notice
is
given]
whereupon (but
subject as provided in the next paragraph) all references in the Agreements
will
be deemed amended accordingly.
We
understand that
this increase is subject to the satisfaction of the condition set out in
clause
12.2 of the Programme Agreement namely that each Dealer shall have received
and
found satisfactory all the documents and confirmations described in Part
II of
the Initial Documentation List (with such changes as may be relevant, with
reference to the circumstances at the time of the proposed increase, as are
agreed between the Issuers and the Dealers) and the delivery of any further
conditions precedent that any of the Dealers may reasonably
require.
You
must notify the
Arranger and ourselves within ten London business days of receipt by you
of
those documents and confirmations and, if applicable, further conditions
precedent if you consider (in your reasonable opinion) such documents,
confirmations and, if applicable, such further conditions precedent to be
unsatisfactory and, in the absence of such notification, you will be deemed
to
consider such documents and confirmations to be satisfactory and such further
conditions precedent to be satisfied.
Terms
used in this
letter have the meanings given to them in the Programme Agreement.
Yours
faithfully,
Reuters
Group
PLC
By:
Reuters
Finance
PLC
By:
cc:
Citicorp
Trustee
Company Limited as Trustee
Citibank,
N.A. as
Agent
00
XXXXXXXX
X
FORM
OF
SUBSCRIPTION AGREEMENT
[REUTERS
GROUP PLC/REUTERS FINANCE PLC]
[DESCRIPTION
OF
ISSUE]
[DATE]
To:
[Names
of
Dealers]
(the
“Managers”)
c/o
[Name
of Lead
Manager]
(the
“Lead
Manager”)
cc:
Citicorp
Trustee
Company Limited as Trustee
Citibank,
N.A. as
Agent
Dear
Sirs,
[Reuters
Group
PLC]/[Reuters Finance PLC] (the “Issuer”)
proposes to issue
[DESCRIPTION
OF
ISSUE]
(the “Notes”)
pursuant to the £
[ ]
Euro Medium Term
Note Programme established by it. The Notes will be unconditionally and
irrevocably guaranteed by Reuters Group PLC (the “Guarantor”).]
The terms of
the issue shall be as set out in the form of Final Terms attached to this
Agreement as Annex A.
This
Agreement is
supplemental to the Amended and Restated Programme Agreement (the “Programme
Agreement”)
dated 9 June 2006
made between the Issuer and the Dealers party thereto. All terms with initial
capitals used herein without definition have the meanings given to them in
the
Programme Agreement.
We
wish to record
the arrangements agreed between us in relation to the issue:
1.
|
This
Agreement appoints each Manager which is not a party to the Programme
Agreement (each a “New
Dealer”)
as a New
Dealer in accordance with the provisions of clause 11 of the Programme
Agreement for the purposes of the issue of the Notes. The Lead
Manager
confirms that it is in receipt of the documents referenced
below:
|
(i) |
a
copy of the
Programme Agreement; and
|
(ii) |
a
copy of
such of the documents referred to in Part I of Appendix A of the
Programme
Agreement as the Lead Manager (on behalf of the Managers) has requested
|
and
has confirmed
with each New Dealer that it has found them to be satisfactory or (in the
case
of any or all of the documents referred to in (ii)) has waived such
production.
For
the purposes of
the Programme Agreement the details of the Lead Manager for service of notices
are as follows:
[insert
name,
address, telephone, facsimile, telex (+ answerback) and
attention].
32
In
consideration of
the Issuer appointing each New Dealer as a Dealer in respect of the Notes
under
the Programme Agreement, each New Dealer hereby undertakes, for the benefit
of
the Issuer, the [Guarantor, the] Lead Manager (for itself and each of the
other
Dealers) and the Managers, that, in relation to the issue of the Notes, it
will
perform and comply with all the duties and obligations expressed to be assumed
by a Dealer under the Programme Agreement, a copy of which it acknowledges
it
has received from the Lead Manager. The Issuer [and the Guarantor] hereby
confirm[s] that each New Dealer shall be vested with all authority, rights,
powers, duties and obligations of a Dealer in relation to the issue of the
Notes
as if originally named as a Dealer under the Programme Agreement provided
that
following the Issue Date of the Notes each New Dealer shall have no further
such
authority, rights, powers, duties or obligations except such as may have
accrued
or been incurred prior to, or in connection with, the issue of the
Notes.
2.
|
Subject
to the terms and conditions of the Programme Agreement and this Agreement
the Issuer hereby agrees to issue the Notes and the Managers jointly
and severally agree to subscribe or procure subscribers for the Notes
at a price of [specify] per cent. of the principal amount of
the Notes (the “Purchase
Price”),
being the issue price of [specify] per cent. less a selling commission
of [specify] per cent. of such principal amount and a combined
management and underwriting commission of [specify] per cent.
of such principal amount.
|
3.
|
The
settlement procedures set out in Part [1/2] of Annex A to the Procedures
Memorandum shall apply as if set out in this Agreement provided
that, for
the purposes of this Agreement:
|
(i)
|
the
sum
payable on the Issue Date shall represent the Purchase Price less
any
amount payable in respect of Managers’
expenses as
provided in the agreement referred to in clause 4 of this
Agreement);
|
(ii)
|
“Issue
Date”
means
[specify]
a.m.
([specify]
time) on
[specify]
or such
other time and/or date as the Issuer and the Lead Manager on behalf
of the
Managers may agree; and
|
(iii)
|
“Payment
Instruction Date”
means the
Issue Date unless there is to be a pre-closing for the issue in
which case
it means the business day (being a day on which banks and foreign
exchange
markets are open for business in London) prior to the Issue
Date.
|
4.
|
The
arrangements in relation to expenses have been separately agreed
between
the Issuer [, the Guarantor] and the Lead
Manager.
|
5.
|
The
obligation of the Managers to purchase the Notes is conditional
upon:
|
(i)
|
the
conditions set out in clause 3(2) (other than that set out in clause
3(2)(e) of the Programme Agreement being satisfied as of the Payment
Instruction Date (on the basis that the references therein to “relevant
Dealer”
shall be
construed as references to the Lead Manager);
and
|
(ii)
|
the
delivery
to the Lead Manager on the Payment Instruction Date
of:
|
(A) |
a
legal
opinion addressed to the Managers and the Trustee dated the Payment
Instruction Date in such form and with such contents as the Lead
Manager,
on behalf of the Managers, may reasonably require from Ashurst,
the legal
advisers to the Issuer [and the Guarantor] as to English
law;
|
(B) |
a
certificate
dated as at the Payment Instruction Date signed by a duly authorised
officer of the Issuer [and a certificate dated as at the Payment
Instruction Date signed by a duly authorised officer of the Guarantor]
|
33
giving
confirmation to the
effect stated in paragraph (i) of this clause; and
(C) |
[a]
comfort
letter[s] dated the Payment Instruction Date from the independent
auditors
of [the Issuer the Guarantor], in such form and with such content
as the
Managers may reasonably request.
|
If
any of the
foregoing conditions is not satisfied on or before the Payment Instruction
Date,
this Agreement shall terminate on such date and the parties hereto shall
be
under no further liability arising out of this Agreement (except for any
liability of the Issuer[, or failing whom, the Guarantor] in relation to
expenses as provided in the agreement referred to in clause 4 and except
for any
liability arising before or in relation to such termination), provided that
the
Lead Manager, on behalf of the Managers, may in its discretion waive any
of the
aforesaid conditions (other than the condition precedent contained in clause
3.2(c) of the Programme Agreement) or any part of them.
6.
|
The
Lead
Manager, on behalf of the Managers, may, by notice to the Issuer
and after
consultation with the Issuer if practicable, terminate this Agreement
at
any time prior to payment of the net purchase money to the Issuer,
if in
the opinion of the Lead Manager, there shall have been such a change
in
national or international financial, political or economic conditions
or
currency exchange rates or exchange controls as would in its view
be
likely to prejudice materially the success of the offering and
distribution of the Notes or dealings in the Notes in the secondary
market
and, upon such notice being given, the parties to this Agreement
shall
(except for any liability of the Issuer[, or failing whom, the
Guarantor]
in relation to expenses as provided in the agreement referred to
in clause
4 of this Agreement and except for any liability arising before
or in
relation to such termination) be released and discharged from their
respective obligations under this
Agreement.
|
7.
|
A
person who
is not a party to this Agreement has no right under the Contracts
(Rights
of Third Parties) Xxx 0000 to enforce any term of this Agreement,
but this
does not affect any right or remedy of a third party which exists
or is
available apart from that Act.
|
8.
|
Clause
20 of
the Programme Agreement shall also apply to this Agreement as if
expressly
incorporated herein.
|
9.
|
This
Agreement may be signed in any number of counterparts, all of which,
taken
together, shall constitute one and the same agreement and any party
may
enter into this Agreement by executing a
counterpart.
|
Please
confirm that
this letter correctly sets out the arrangements agreed between us.
Yours
faithfully,
For: [Reuters
Group PLC]/[Reuters Finance PLC]
By:
[For: Reuters
Group PLC
By: ]
34
We
agree to the
foregoing.
For: [NAMES
OF
MANAGERS]
By:
ANNEX
A TO
THE SUBSCRIPTION AGREEMENT
[Form
of Final
Terms]
35
SIGNATORIES
The
Issuers
Reuters
Group PLC
By: /s/ XXXXX
XXXXXXX
Reuters
Finance PLC
By: /s/ XXXXXXXX
XXXXXX
The
Guarantor
Reuters
Group PLC
By: /s/ XXXXX
XXXXXXX
The
Dealers
ABN
AMRO
Bank N.V.
Citigroup
Global Markets Limited
Credit
Suisse Securities (Europe) Limited
HSBC
Bank
plc
X.X.
Xxxxxx
Securities Ltd.
Xxxxxx
Xxxxxxx & Co. International Limited
UBS
Limited
By: /s/ DIEDERIK
VAN
IMPE
36