EXECUTION VERSION AMENDED AND RESTATED PROGRAMME AGREEMENT DATEd 19 FeBRUARY 2021 AUTOLIV, INC. as Issuer and AUTOLIV ASP, INC. as Guarantor EUR 3,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
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AMENDED AND RESTATED PROGRAMME AGREEMENT |
as Issuer
and
AUTOLIV ASP, INC. as Guarantor
EUR 3,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
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Contents
ClausePage
1. |
Definitions and Interpretation1 |
2. |
Agreements to Issue and Purchase Notes6 |
3. |
Conditions of Issue; Updating of Legal Opinions7 |
4. |
Representations, Warranties and Undertakings9 |
5. |
Undertakings of the Issuer and the Guarantor14 |
6. |
Indemnity18 |
7. |
Authority to Distribute Documents and Provide Information19 |
8. |
Dealers' Undertakings19 |
9. |
Fees, Expenses and Stamp Duties20 |
10. |
Termination of Appointment of Dealers21 |
11. |
Appointment of New Dealers21 |
12. |
Increase in the Aggregate Nominal Amount of the Programme21 |
13. |
Status of the Arranger and Dealers22 |
14. |
No Fiduciary Duties22 |
15. |
Communications23 |
16. |
Benefit of Agreement23 |
17. |
Currency Indemnity23 |
18. |
Calculation Agent24 |
19. |
Stabilisation24 |
20. |
Recognition of Bail-in Powers24 |
21. |
Recognition of the U.S. Special Resolution Regimes25 |
22. |
Contracts (Rights of Third Parties) Act 199926 |
23. |
Governing Law and Submission to Jurisdiction26 |
24. |
General27 |
Appendix
1. |
Initial Documentation List28 |
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2. |
Selling Restrictions31 |
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3. |
Forms of Dealer Accession Letters and Confirmation Letters35 |
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Part 1 |
Form of Dealer Accession Letter – Programme35 |
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Part 2 |
Form of Confirmation Letter – Programme37 |
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Part 3 |
Form of Dealer Accession Letter – Note Issue38 |
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Part 4 |
Form of Confirmation Letter – Note Issue40 |
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4. |
Letter Regarding Increase in the Nominal Amount of the Programme41 |
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5. |
Form of Subscription Agreement42 |
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Signatories50
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THIS AMENDED AND RESTATED PROGRAMME AGREEMENT is dated 19 February 2021
BETWEEN:
(1) |
AUTOLIV, INC., a company incorporated under the laws of the State of Delaware, U.S.A. with offices at World Trade Center, Xxxxxxxxxxxxxxxxxxx 00, Xxx X0, 000 00 Xxxxxxxxx, Xxxxxx (the Issuer); |
(1) |
AUTOLIV ASP, INC., a company incorporated under the laws of the State of Indiana, U.S.A. with offices at 0000 Xxxxxxx Xxxx, Xxxxx, Xxxx (the Guarantor); and |
(2) |
BANK OF CHINA LIMITED LONDON BRANCH, CITIGROUP GLOBAL MARKETS LIMITED, DNB BANK ASA, ING BANK N.V., X.X. XXXXXX SECURITIES PLC, MIZUHO INTERNATIONAL PLC, MIZUHO SECURITIES EUROPE GMBH, XXXXXX XXXXXXX & CO. INTERNATIONAL PLC, MUFG SECURITIES (EUROPE) N.V., SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL) and SOCIÉTÉ GÉNÉRALE (the Initial Dealers). |
WHEREAS:
(A) |
In respect of the Programme (as defined below), the parties hereto entered into an Amended and Restated Programme Agreement dated 21 February 2020 (the Existing Programme Agreement). |
(B) |
The parties hereto have agreed to make certain modifications to the Existing Programme Agreement and to the Programme by entering into this Agreement. |
(C) |
This Agreement amends and restates the Existing Programme Agreement. Any Notes (as defined below) 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. |
IT IS AGREED:
affiliate (unless otherwise stated) has the meaning given to it by Rule 405 under the Securities Act;
Agency Agreement means the amended and restated agency agreement dated 19 February 2021 between the Issuer, the Guarantor, the Fiscal Agent, the Registrar and the other Paying Agents and Transfer Agents referred to in it under which, amongst other things, the Fiscal Agent is appointed as issuing agent, fiscal agent and agent bank for the purposes of the Programme;
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 in relation to which a Subscription Agreement is entered into, shall be the date on which the Subscription Agreement is signed by or on behalf of all the parties to it except that for the purposes of the proviso to subclause 5.2(b) only, Agreement Date means the date on which the issue of Notes is first priced;
Agreements means each of this Programme Agreement, the Agency Agreement, the Deed of Covenant and the Guarantee;
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1 |
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Arranger means Xxxxxx Xxxxxxx & Co. International plc and any other entity appointed as an arranger for the Programme or 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;
Base Listing Particulars means the base listing particulars prepared in connection with the Programme and constituting listing particulars for the purposes of the Listing Rules as revised, supplemented or amended from time to time by the Issuer and the Guarantor in accordance with subclause 5.2 including any documents which are from time to time incorporated in the Base Listing Particulars by reference provided that:
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(a) |
in relation to each Tranche of Notes the applicable Pricing Supplement shall be deemed to be included in the Base Listing Particulars; and |
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(a) |
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 2 of Appendix 3; and |
Covered Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);
Covered Entity means any of the following:
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(a) |
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); |
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(b) |
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or |
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(c) |
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b); |
Dealer means each of the Initial Dealers (including Xxxxxx Xxxxxxx & Co. International plc in its capacity as Arranger) and any New Dealer and excludes any entity whose appointment has been terminated pursuant to clause 10, 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 Issuer has agreed the issue and purchase of such Note;
Dealer Accession Letter means:
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(a) |
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 1 of Appendix 3; and |
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Deed of Covenant means the deed of covenant dated 11 April 2019, substantially in the form set out in Schedule 3 to the Agency Agreement, executed as a deed by the Issuer in favour of certain accountholders with Euroclear, Clearstream, Luxembourg and any other agreed clearing system;
Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable;
Euronext Dublin means the Irish Stock Exchange plc trading as Euronext Dublin;
EUWA means the European Union (Withdrawal) Xxx 0000;
Exchange Act means the United States Securities Exchange Act of 1934;
Fiscal Agent means HSBC Bank plc as Fiscal Agent under the Agency Agreement and any successor fiscal agent appointed in accordance with the Agency Agreement;
FSMA means the Financial Services and Markets Xxx 0000;
Group means the Issuer and its subsidiaries (including the Guarantor), taken as a whole;
Guarantee means the Deed of Guarantee dated 11 April 2019, substantially in the form set out in Schedule 9 to the Agency Agreement, executed as a deed by the Guarantor;
Initial Documentation List means the lists of documents set out in Appendix 1;
Investment Company Act means the United States Investment Company Act of 1940;
Issuer-ICSDs Agreement means the agreement dated 27 March 2019 between the Issuer, Euroclear and Clearstream, Luxembourg;
Lead Manager means, in relation to any Tranche of Notes (i) the person named as the Lead Manager, or (ii) the persons named as Joint Lead Managers (each a Lead Manager), in each case in the applicable Subscription Agreement;
Listing Rules means:
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(a) |
in the case of Notes which are, or are to be, listed on the Market, the Listing and Admission to Trading Rules of the Market; and |
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(b) |
in the case of Notes which are, or are to be, listed on a Stock Exchange other than the Market, the listing rules and regulations for the time being in force for such Stock Exchange; |
Manager means, in relation to any Tranche of Notes, a person named as a Manager in the applicable Subscription Agreement;
Market means the Global Exchange Market of Euronext Dublin;
New Dealer means any entity appointed as an additional Dealer in accordance with clause 11;
Note means a Note issued or to be issued by the Issuer under the Programme, which Note may be represented by a Global Note or be in definitive form;
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Official List means the official list of Euronext Dublin;
Pricing Supplement means the pricing supplement issued in relation to each Tranche of Notes (substantially in the form of Annex 3 to the Procedures Memorandum) and giving details of that Tranche and, in relation to any particular Tranche of Notes, applicable Pricing Supplement means the Pricing Supplement applicable to that Tranche;
Procedures Memorandum means the Operating and Administrative Procedures Memorandum dated 19 February 2021 as amended or varied from time to time including, in respect of any Tranche, by agreement between the Issuer, the Guarantor and the relevant Dealer or, as the case may be, the Lead Manager with the approval of the Fiscal Agent and, if applicable, the Registrar;
Programme means the Euro Medium Term Note Programme established on 11 April 2019;
Prospectus Regulation means Regulation (EU) 2017/1129;
Registrar means HSBC Bank plc as Registrar under the Agency Agreement, which expression shall include any successor or additional registrar appointed in accordance with the Agency Agreement;
Regulation S means Regulation S under the Securities Act;
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;
Sanctions means trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures imposed, administered or enforced from time to time by any Sanctions Authority;
Sanctions Authority means:
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(a) |
the United Nations; |
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(b) |
the European Union; |
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(c) |
any member state of the European Union; |
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(d) |
the government of the United States of America; |
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(e) |
the government of the United Kingdom, |
and any of their governmental authorities, including, without limitation, the Office of Foreign Assets Control for the U.S. Department of Treasury (OFAC), the U.S. Department of Commerce, the U.S. State Department or the U.S. Department of the Treasury and Her Majesty’s Treasury of the United Kingdom (HMT);
Sanctions List means:
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(a) |
the Specifically Designated Nationals and Blocked Persons list maintained and published by OFAC; |
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(b) |
the Consolidated List of Financial Sanctions Targets and the Investments Ban List maintained and published by HMT; |
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and any similar list maintained and published, or a public announcement of a Sanctions designation made, by any Sanctions Authority, in each case as amended, supplemented or substituted from time to time;
S&P means S&P Global Ratings Europe Limited;
Securities Act means the United States Securities Act of 1933;
Stock Exchange means Euronext Dublin or any other stock exchange 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 the Notes are from time to time, or are intended to be, listed;
Subscription Agreement means an agreement supplemental to this Agreement (by whatever name called) in or substantially in the form set out in Appendix 5 or in such other form as may be agreed between the Issuer, the Guarantor and the Lead Manager(s) or one or more Dealers (as the case may be); and
U.S. Special Resolution Regime means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
1.2 |
(a)In this Agreement, unless the contrary intention appears, a reference to: |
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(i) |
an amendment includes a supplement, restatement or novation and amended is to be construed accordingly; |
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(vi) |
a time of day is a reference to London time; |
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listing and listed shall be construed to mean that such Notes have been admitted to the Official List and admitted to trading on the Market or the relevant list of such other regulatory authority to trading on such Stock Exchange’s market for listed securities, respectively. The Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II); |
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(g) |
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. |
2.1 |
Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. |
2.2 |
Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: |
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which the parties intend should apply for the purposes of issues to be subscribed on a syndicated basis are set out in Annex 1, Part 2 of the Procedures Memorandum. These procedures may be varied in respect of any issue by agreement between the parties to that issue. |
Before the Issuer reaches its first agreement with any Dealer for the issue and purchase of Notes under this Agreement, each Dealer shall have received, and found satisfactory all of the documents and confirmations described in Part 1 of the Initial Documentation List. Any Dealer must notify the Arranger and the Issuer within seven London business days of receipt of the documents and confirmations described in Part 1 of the Initial Documentation List if it considers any document or confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory.
The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause 2 are conditional on:
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(d) |
in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; |
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(k) |
the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; |
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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 above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause 2.
Subject to the discretion of the Lead Manager as provided in a Subscription Agreement, any Dealer, on behalf of itself only, may by notice in writing to the Issuer and the Guarantor waive any of the conditions precedent contained in subclause 3.2 (save for the conditions precedent contained in subclauses 3.2(c) and (m)) in so far as they relate to an issue of Notes to that Dealer.
On each occasion when the Base Listing Particulars are updated or amended pursuant to subclause 5.2(a), the 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 Issuer failing which the
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Guarantor, to the Dealers from legal advisers (approved by the Dealers) in the United States and England.
In addition, on such other occasions as a Dealer so requests (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Base Listing Particulars), the Issuer 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 Issuer (failing which the Guarantor) to the Dealers from legal advisers (approved by the Dealers) in such jurisdictions (including the United States and/or England) as the Dealers may reasonably require. 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 subclause 3.2(c):
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(a) |
the euro equivalent of Notes denominated in another Specified Currency shall be determined, at the discretion of the Issuer, either as of the Agreement Date for those Notes or on the preceding day on which commercial banks and foreign exchange markets are open for general business in London, in each case on the basis of the spot rate for the sale of the euro against the purchase of that Specified Currency in the London foreign exchange market quoted by any leading international bank selected by the Issuer on the relevant day of calculation; |
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(i) |
the most recently published audited consolidated financial statements of the Issuer and the most recently published audited consolidated financial statements of the Guarantor (if any) (the audited accounts); and |
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(ii) |
the most recently published unaudited interim consolidated financial statements of the Issuer and the most recently published unaudited interim consolidated financial statements of the Guarantor (if any); |
were, in each case prepared in accordance with the relevant laws of the United States and with accounting principles generally accepted in the United States consistently applied and that they present fairly, in all material respects, the financial position of the Group, as at the
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dates at which they were prepared and the results of the operations of the Group, in respect of the periods for which they were prepared, in each case save as disclosed in the Base Listing Particulars, and that there has been no material adverse change or development involving a prospective material adverse change in the position (financial or otherwise), business affairs, prospects, or results of operations of the Group since the date of the last audited accounts;
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(c) |
that the Base Listing Particulars contain all the information required by the Listing Rules and applicable laws; |
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(f) |
that (i) the issue of Notes and the execution and delivery by the Issuer of the Agreements to which it is a party have been duly authorised by the Issuer and that upon due execution, issue and delivery the same will constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their respective terms subject to the laws of bankruptcy and other laws affecting the rights of creditors generally and (ii) the execution and delivery by the Guarantor of the Agreements to which it is a party have been duly authorised by the Guarantor and that upon due execution and delivery the same will constitute legal, valid and binding obligations of the Guarantor enforceable in accordance with their respective terms subject to the laws of bankruptcy and other laws affecting the rights of creditors generally; |
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(g) |
that (i) the execution and delivery by the Issuer of the Agreements to which it is a party and the issue, offering and distribution of Notes and the performance of the terms of any Notes |
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and the Agreements by the Issuer will not infringe any law or regulation of the State of Delaware or, so far as the Issuer is aware, any other law or regulation and are not contrary to the provisions of the constitutional documents of the Issuer and will not result in any breach of the terms of, or constitute a default under, any instrument, agreement or order to which the Issuer is a party or by which it or its property is bound and (ii) the execution and delivery by the Guarantor of the Agreements to which it is a party and the performance of the terms of the Agreements by the Guarantor will not infringe any law or regulation of the State of Indiana or, so far as the Guarantor is aware, any other law or regulation and are not contrary to the provisions of the constitutional documents of the Guarantor and will not result in any breach of the terms of, or constitute a default under, any instrument, agreement or order to which the Guarantor is a party or by which it or its property is bound; |
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(h) |
that save as disclosed in the Base Listing Particulars, none of the Issuer, the Guarantor or the Group is involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer and the Guarantor are aware) which may have, or have had in the previous 12 months, significant effects on the financial position or profitability of the Issuer, the Guarantor and/or the Group or, would adversely affect the ability of the Issuer or the Guarantor to perform its obligations under the Agreements or the Notes; |
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(k) |
that (i), subject as described in the Base Listing Particulars, (A) payments of principal and interest on any Notes will be made by the Issuer without withholding or deducting for any taxes, duties or other charges of whatever nature of the United States or any political subdivision or authority thereof or therein having power to tax and (B) no stamp or other duty or similar tax is assessable or payable in, and no withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature is required to be made by or within the United States or other subdivision of or authority therein or thereof having power to tax, in each case in connection with the authorisation, execution, issue or delivery of any Notes issued under the Programme or the authorisation, execution or delivery of the Agreements or the performance of the obligations of the Issuer under the Agreements and any Notes and (C) that, subject as described in the Base Listing Particulars, (x) payments by the Guarantor in respect of any Notes will be made without withholding or deducting for any taxes, duties or other charges of whatever nature of the United States or any political subdivision or authority thereof or therein having power to tax and (y) no stamp or other duty or similar tax is assessable or payable in, and no withholding or deduction for or an amount of, any taxes, duties, assessments or governmental charges of whatever nature is required to be made by or within the United States or other subdivision of or authority therein or thereof having power to tax, in each case in connection with the authorisation, execution or delivery of the Agreements or the performance of the obligations of the Guarantor under the Agreements; |
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(l) |
that no Event of Default or event which with the giving of notice or lapse of time or other condition might constitute an Event of Default is subsisting in relation to any outstanding Note and no event has occurred which might constitute (after an issue of Notes) an Event of Default thereunder or which with the giving of notice or lapse of time or other condition might (after an issue of Notes) constitute such an Event of Default; |
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(m) |
that none of the Issuer, the Guarantor, any of their affiliates, nor any persons acting on any of their behalf, (other than the Dealers, as to which the Issuer and the Guarantor make no representations) 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 and each of the foregoing persons has complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act; |
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(n) |
that no action has been taken or is contemplated by the Issuer, the Guarantor or any of their subsidiaries (and the Issuer is not aware of any action having been taken or being contemplated by any other person with respect to the Issuer, the Guarantor or any of their subsidiaries) which may result in the Issuer being obliged, under listing requirements or other obligations to its shareholders generally, to make any information which may be material to a subscriber for the Notes available to the public; |
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any improper advantage. The Issuer, the Guarantor and their respective subsidiaries have instituted, maintained and enforced, and maintains and enforces, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representation and warranty contained herein; |
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(t) |
that neither the Issuer nor the Guarantor is now, nor will it be as a result of the sale of any Notes, an “investment company”, or a company “controlled” by an “investment company” registered or required to be registered under the Investment Company Act (as such terms are used in the Investment Company Act). |
4.3 |
Each of the Issuer and the Guarantor (as applicable) shall be deemed to repeat the representations, warranties and undertakings contained in subclause 4.1 on each date on which the Base Listing Particulars 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. |
The representations, warranties and undertakings contained in this clause shall continue in full 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.
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4.4 |
Without prejudice to the rights of any other Dealer, Mizuho Securities Europe GmbH agrees and confirms that, in relation to the Notes, it is not entitled to the benefit of the representation and warranty contained in subclause 4.1(p) or the undertaking contained in subclause 5.12 of this Agreement to the extent that they would result in a violation of Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar applicable anti-boycott law or regulation. |
(a) |
The Issuer and the Guarantor shall promptly after becoming aware of the occurrence thereof notify each Dealer of: |
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(ii) |
any development affecting either the Issuer or the Guarantor or any of their respective businesses which is material in the context of the Programme or any issue of Notes. |
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(a) |
The Issuer confirms that it has made or caused to be made an application for the Programme to be listed on the Market. |
(b) |
If, in relation to any issue of Notes, it is agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, to list the Notes on a Stock Exchange, the Issuer 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 Issuer shall use its reasonable endeavours promptly to list the Notes on a stock exchange to be selected by the Issuer and promptly notified to the relevant Dealer or, as the case may be, the Lead Manager. For the avoidance of doubt, where the Issuer has obtained the listing of Notes on a regulated market in the European Economic Area or on the London Stock Exchange’s main market, 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 or on the London Stock Exchange’s main market (as the case may be). |
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generality of the foregoing, shall furnish or procure to be furnished to the relevant Stock Exchange (or any other relevant authority or authorities) all the information which the relevant Stock Exchange (or any other relevant authority or authorities) may require in connection with the listing on that Stock Exchange of any Notes. |
Each of the Issuer and the Guarantor undertakes that it will not:
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(b) |
except with the consent of the Dealers, appoint a different Fiscal Agent or Registrar under the Agency Agreement, |
and the Issuer and the Guarantor will promptly notify each of the Dealers of any termination of, or amendment to, any of the Agreements to which it is a party and of any change in the Fiscal Agent or Registrar under the Agency Agreement.
Each of the Issuer and the Guarantor will at all times ensure that all necessary action is taken and all necessary conditions are fulfilled (including, without limitation, obtaining and, where relevant, maintaining in full force and effect all necessary permissions, consents or approvals of all relevant governmental authorities) so that it may lawfully comply with its obligations under all Notes and the Agreements to which it is a party and, further, so that it may comply with any applicable laws, regulations and guidance from time to time promulgated by any governmental and regulatory authorities relevant in the context of the Agreements and the issue of any Notes.
The Issuer will notify the Dealers immediately in writing if any of the persons named in the list referred to in paragraph 3 of Part 1 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.
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(b) |
on each occasion when the Base Listing Particulars is updated or amended pursuant to subclause 5.2(a); |
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deliver, at the expense of the Issuer (failing which the Guarantor), to the Dealers a comfort letter or comfort letters from independent auditors of the Issuer in such form and with such content as the Dealers may reasonably request provided that no letter or letters will be delivered under subclause (c) above if the only revision, supplement or amendment concerned is the publication or issue of any interim or annual financial statements of the Issuer.
If at or prior to the time of any agreement to issue and purchase Notes under clause 2, a request is made under subclause (d) above 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.
During the period commencing on an Agreement Date and ending on the Issue Date with respect to any Notes which are to be listed, the Issuer will not, without the prior consent of the relevant Dealer or, as the case may be, the Lead Manager, issue or agree to issue any other listed notes, bonds or other debt securities of whatsoever nature (other than Notes to be issued to the same Dealer) where the notes, bonds or other debt securities would have the same maturity and currency as the Notes to be issued on the relevant Issue Date.
Each of the Issuer and the Guarantor 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 (or any of them) which is despatched at the instigation of the Issuer or the Guarantor and will notify the Dealers immediately upon its becoming aware that a meeting of the holders of the Notes (or any of them) has otherwise been convened.
Each of the Issuer and the Guarantor undertakes promptly to notify the Dealers of any change in the ratings given by S&P of the Issuer or the Guarantor and/or its or their respective debt and/or the Programme or upon it becoming aware that any such ratings are listed on "Creditwatch" or other similar publication of formal review by the relevant rating agency.
In respect of any Tranche of Notes which has a maturity of less than one year from the date of issue, the 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):
Each of the Issuer and the Guarantor undertakes that it will not, directly or indirectly, use the proceeds of the offering and issue of any Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity (a Person):
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(a) |
to fund or facilitate directly or indirectly any activities or business of or with or involving any Person or in or involving any country or territory that, at the time of such funding or facilitation, is the target of Sanctions; or |
|
(b) |
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). |
The Issuer undertakes that it will use the net proceeds received by it from the issue of any Notes in the manner specified in the Base Listing Particulars.
5.14 |
Announcements |
Each of the Issuer and the Guarantor undertakes that it will not, between the Agreement Date and the Issue Date of the relevant Notes (both dates inclusive), without the prior approval of the relevant Dealer or the Lead Manager on behalf of the Managers (where more than one Dealer has agreed to purchase a particular Tranche of Notes), make any announcement which could have a material adverse effect on the marketability of the Notes, provided that, the undertaking in this subclause 5.13 does not apply to the extent that neither of them is required by any applicable laws, rules or regulations (including without limitation, pursuant to the Listing Rules).
|
(a) |
any failure by the 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 the Issuer and/or the Guarantor under, this Agreement; or |
|
(c) |
any untrue or misleading (or allegedly untrue or misleading) statement in, or any omission (or alleged omission) from, the Base Listing Particulars; or |
|
(d) |
any untrue or misleading (or allegedly untrue or misleading) statement in any additional written information provided by the Issuer and/or the Guarantor to the Dealers under clause 7, |
the Issuer or, as the case may be, the Guarantor 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 subclause 6.1.
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(a) |
the use of the legal advisers chosen by the Issuer or the Guarantor to represent the Relevant Party would present such legal advisers with a conflict of interest; |
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(d) |
the Issuer or the Guarantor authorises the Relevant Parties to employ separate legal advisers at the expense of the Issuer or the Guarantor. |
If the Issuer or, as the case may be, the Guarantor assumes the defence of the action, the Issuer or, as the case may be, the Guarantor shall not 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.
Subject to clause 8, each of the Issuer and the Guarantor authorises each of the Dealers on behalf of the Issuer and the Guarantor to provide copies of, and to make oral statements consistent with, the Base Listing Particulars and such additional written information as the Issuer and/or the Guarantor shall provide to the Dealers or approve for the Dealers to use or such other information as is in the public domain to actual and potential purchasers of Notes.
8.1 |
Each Dealer severally agrees to comply with the restrictions and agreements set out in Appendix 2 unless otherwise agreed with the Issuer. |
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(ii) |
the cost of listing and maintaining the listing of any Notes which are to be listed on a Stock Exchange; |
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(iv) |
the fees and expenses of the Agents, the Registrar and all other agents appointed under the Agency Agreement; and |
|
(e) |
reimburse each Dealer for its costs and expenses properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). |
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been made. In addition, each of the Issuer and the Guarantor agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer or, as the case may be, the Guarantor under this Agreement. |
The Issuer and the Guarantor 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. The Issuer and the Guarantor 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 to all the other Dealers and the Fiscal 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 accrued at the time of termination or which accrue thereafter in relation to any act or omission or alleged act or omission which occurred before termination.
12.1 |
From time to time the Issuer and the Guarantor may increase the aggregate nominal amount of the Notes that may be issued under the Programme by delivering to the Dealers (with a copy to the Fiscal Agent) a letter substantially in the form set out in Appendix 4. Upon the date specified in the 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 subclause 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. |
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proposed increase as are agreed between the Issuer, the Guarantor 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 Base Listing Particulars or a supplement to the Base Listing Particulars by the Issuer and the Guarantor and any further or other documents required by the relevant authority or authorities for the purpose of listing any Notes to be issued under the increased Programme on the relevant Stock Exchange. The Arranger shall circulate to the Dealers all the documents and confirmations described in Part 2 of the Initial Documentation List and any further conditions precedent so required. Any Dealer must notify the Arranger and the Issuer within seven London business days of receipt if it considers, in its reasonable opinion, that any of the documents, confirmations and, if applicable, further conditions precedent are unsatisfactory and, in the absence of such notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory and any further conditions precedent to be satisfied. |
13.2 |
The Arranger shall have only those duties, obligations and responsibilities expressly specified in this Agreement. |
Each of the Issuer and the Guarantor acknowledges and agrees that each Dealer is acting solely pursuant to a contractual relationship with the Issuer and the Guarantor on an arm’s length basis with respect to the issue, offer and sale of the Notes (including in connection with determining the terms of the issue, offer and sale of the Notes) and not as a financial adviser or a fiduciary to the Issuer or the Guarantor or any other person. Additionally, each of the Issuer and the Guarantor acknowledges that the Dealers are not advising the Issuer, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Issuer and the Guarantor shall consult with its own advisers concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Dealers shall have no responsibility or liability to the Issuer or the Guarantor with respect thereto. Each of the Issuer and the Guarantor further acknowledges and agrees that any review by the Dealers of the Issuer, the Guarantor, the issue, offer and sale of the Notes, the terms of the Notes, and other matters relating thereto will be performed solely for the benefit of the Dealers and shall not be on behalf of the Issuer or any other person.
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15.3 |
Any notice given under or in connection with this Agreement shall be in English. All other documents provided under or in connection with this Agreement shall be: |
|
(b) |
if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document. |
16.1 |
This Agreement shall be binding on and shall inure for the benefit of the Issuer, the Guarantor and each Dealer and their respective successors and permitted assigns. |
If, under any applicable law and whether pursuant to a judgment being made or registered against the Issuer or the Guarantor or in the liquidation, insolvency or analogous process of the Issuer or the Guarantor or for any other reason, any payment under or in connection with this Agreement is made or falls to be satisfied in a currency (the other currency) other than that in which the relevant payment is expressed to be due (the required currency) under this Agreement, then, to the extent that the payment (when converted into the required currency at the rate of exchange on the date of payment or, if it is not practicable for the relevant Dealer to purchase the required currency with the
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other currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or analogous process, at the rate of exchange on the latest date permitted by applicable law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the relevant Dealer falls short of the amount due under the terms of this Agreement, the Issuer and the Guarantor jointly and severally undertakes that they shall, as a separate and independent obligation, indemnify and hold harmless the Dealer against the amount of such shortfall. For the purpose of this clause rate of exchange means the rate at which the relevant Dealer is able on the London foreign exchange market on the relevant date to purchase the required currency with the other currency and shall take into account any premium and other reasonable costs of exchange.
In connection with the distribution of any Notes, any Dealer designated as a Stabilisation Manager in the applicable Pricing Supplement may over-allot or effect transactions which support the market price of the Notes at a level higher than that which might otherwise prevail, but in doing so such Dealer shall act as principal and not as agent of the Issuer or 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, as against the Issuer, by any Stabilisation Manager for its own account.
Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understandings between the Issuer, the Guarantor and the Dealers, the Issuer and the Guarantor acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts, consents and agrees to be bound by:
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(a) |
the effect of the exercise of Bail-in Powers by any Relevant Resolution Authority in relation to any BRRD Liability of any Dealer to the Issuer or the Guarantor, under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: |
|
(i) |
the reduction of all, or a portion of, any BRRD Liability or outstanding amounts due thereon; |
|
(ii) |
the conversion of all, or a portion, of any BRRD Liability into shares, other securities or other obligations of any Dealer or another person (and the issue to or conferral on the Issuer of such shares, securities or obligations); |
|
(iii) |
the cancellation of any BRRD Liability; or |
|
(iv) |
the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and |
|
(b) |
the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by any Relevant Resolution Authority. |
In this Clause 20:
Bail-in Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;
Bail-in Powers means any Write Down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;
BRRD means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;
BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised;
EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxxx/xxxxx.xxxx?xx000; and
Relevant Resolution Authority means each resolution authority with the ability to exercise any Bail-in Powers in relation to each Dealer.
21.1 |
In the event that any Dealer that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Dealer of this Agreement and any agreement for the issue and purchase of Notes as referred to in clause 2, and any interest and obligation in or under this Agreement and any agreement for the issue and purchase of Notes as referred to in clause 2, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement and any agreement for the issue and purchase of Notes as referred to in |
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clause 2, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. |
21.2 |
In the event that any Dealer that is a Covered Entity or a Covered Affiliate of such Dealer becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights under this Agreement and any agreement for the issue and purchase of Notes as referred to in clause 2 that may be exercised against such Dealer are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement and any agreement for the issue and purchase of Notes as referred to in clause 2 were governed by the laws of the United States or a state of the United States. |
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.
This Agreement and every agreement for the issue and purchase of Notes as referred to in clause 2 and any non-contractual obligations arising out of or in connection with such agreements are governed by, and shall be construed in accordance with, English law.
(a) |
Subject to subclause (c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and every agreement for the issue and purchase of Notes as referred to in clause 2, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement and every agreement for the issue and purchase of Notes as referred to in clause 2 (a Dispute) and each party submits to the exclusive jurisdiction of the English courts. |
(b) |
For the purpose of this subclause 23.2, the Issuer and the Guarantor each waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute. |
23.3 |
Service of process |
The Issuer and the Guarantor each irrevocably appoints Airbags International Limited at Xxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx XX00 0XX as its agent under this Agreement for service of process in any proceedings before the English courts in relation to any Dispute and agrees that, in the event of Airbags International Limited being unable or unwilling for any reason so to act, it will immediately appoint another person as its agent for service of process in England in respect of any Dispute on terms acceptable to the Dealers, failing which the Dealers may appoint another process agent for this purpose. The Issuer and the Guarantor each agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.
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23.4 |
Waiver of trial by jury |
Without prejudice to subclause 23.2, the Issuer and the Guarantor each waives any right it may have to a jury trial of any claim or cause of action in connection with this Agreement or any transaction contemplated by this Agreement. This Agreement may be filed as a written consent to a bench trial.
24.1 |
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. |
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.
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1. |
A certified copy of the constitutional documents of the Issuer and the Guarantor. |
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 the Issuer and the Guarantor: |
|
(a) |
to approve its entry into the Agreements to which it is a party, the creation of the Programme and the issue of Notes; |
|
(b) |
to authorise appropriate persons to execute each of the Agreements to which it is a party 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 the Issuer to issue 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 the Issuer and the Guarantor in accordance with paragraph 2(c). |
4. |
Confirmation that one or more master Global Notes (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 the Issuer as specified in paragraph 2(b) above, have been delivered to the Fiscal Agent and the Registrar, as appropriate. |
5. |
Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement, in such form and with such content as the Dealers may reasonably require, from: |
|
(a) |
Xxxxx Lovells US LLP, legal advisers to the Issuer and the Guarantor as to the laws of the United States; |
|
(b) |
Xxxxxxxx, Xxxxxx & Finger, P.A., legal advisers to the Issuer as to the laws of the State of Delaware; |
|
(c) |
Ice Xxxxxx LLP, legal advisers to the Guarantor as to the laws of the State of Indiana; and |
|
(d) |
Xxxxx & Overy LLP, legal advisers to the Dealers as to English law. |
6. |
A conformed copy of each Agreement and confirmation that executed copies of each Agreement have been delivered, in the case of the Agency Agreement, to the Fiscal Agent (for itself and the other agents party thereto), in the case of the Deed of Covenant, to a common depositary for Euroclear and Clearstream, Luxembourg and, in the case of the Guarantee, to the Fiscal Agent. |
7. |
Confirmation of the execution and delivery by the Issuer of the Programme effectuation authorisation to each of Euroclear and Clearstream, Luxembourg (the ICSDs) and the execution and delivery of an Issuer-ICSD Agreement by the parties thereto. |
8. |
Confirmation that the Base Listing Particulars has been approved by Euronext Dublin. |
9. |
Comfort letter from Ernst & Young AB as independent auditors of the Issuer in such form and with such content as the Dealers may reasonably request. |
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10. |
A certificate signed by the chief financial officer of the Issuer in such form and with such content as the Dealers may reasonably request. |
11. |
Confirmation that the Programme has been rated BBB by S&P. |
12. |
Letter from Airbags International Limited confirming its acceptance as agent for service of process of the Issuer and the Guarantor. |
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1. |
A certified copy of the constitutional documents of the Issuer and the Guarantor 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 the Issuer and the Guarantor 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 Global Notes (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 the Issuer as specified in paragraph 2(b) of Part 1 of the Initial Documentation List, have been delivered to the Fiscal Agent and the Registrar, as appropriate. |
5. |
Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement, in such form and with such content as the Dealers may reasonably require, from: |
|
(a) |
Xxxxx Lovells, legal advisers to the Issuer and the Guarantor as to the laws of the United States; |
|
(b) |
Xxxxxxxx, Xxxxxx & Finger, P.A., legal advisers to the Issuer as to the laws of the State of Delaware; |
|
(c) |
Ice Xxxxxx LLP, legal advisers to the Guarantor as to the laws of the State of Indiana; and |
|
(d) |
Xxxxx & Overy LLP, legal advisers to the Dealers as to English law. |
6. |
Confirmation that (i) the Base Listing Particulars have been approved as a base prospectus by Euronext Dublin or (ii) the supplement has been approved by Euronext Dublin and, in each case, has been published. |
7. |
Comfort letter from Ernst & Young AB as independent auditors of the Issuer in such form and with such content as the Dealers may reasonably request. |
8. |
Confirmation from S&P that there has been no change in the rating assigned by them to the Programme as a result of the increase. |
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0. |
Xxxxxx Xxxxxx |
"The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state or other jurisdiction of the United States, 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 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.
1.2 |
Each Dealer further 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. |
2. |
Prohibition of Sales to EEA Retail Investors |
Unless the Pricing Supplement in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Base Listing Particulars as completed by the Pricing Supplement in relation thereto to any retail investor in the European Economic Area. For the purposes of this provision:
|
(a) |
the expression retail investor means a person who is one (or more) of the following: |
|
(i) |
a retail client as defined in point (11) of Article 4(1) of MiFID II; or |
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(ii) |
a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. |
Unless the Pricing Supplement in respect of any Notes specifies “Prohibition of Sales to UK Retail Investors” as “Not Applicable”, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Base Listing Particulars as completed by the Pricing Supplement, as the case may be in relation thereto to any retail investor in the United Kingdom. For the purposes of this provision, the expression retail investor means a person who is one (or more) of the following:
|
(i) |
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or |
|
(ii) |
a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. |
Other regulatory restrictions in the United Kingdom
Each Dealer represents and agrees that:
|
(i) |
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 |
|
(ii) |
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 any 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 any Notes in, from or otherwise involving the United Kingdom. |
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4. |
Kingdom of Sweden |
Each Dealer understands that the Base Listing Particulars is not a prospectus and has not been prepared in accordance with the prospectus requirements provided for in the EU Prospectus Regulation, the Act on Supplementary Provisions to the EU Prospectus Regulation (lag (2019:414) med kompletterande bestämmelser till EU:s prospektförordning), the Swedish Financial Instruments Trading Act (lag (1991:980) xx xxxxxx med finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority (Finansinspektionen) nor any other Swedish public body has examined, approved or registered the Base Listing Particulars or will examine, approve or register the Base Listing Particulars.
Each Dealer represents and agrees that it will not, directly or indirectly, offer for subscription or purchase or issue invitations to subscribe for or buy or sell any Notes or distribute any draft or definite document in relation to any such offer, invitation or sale in the Kingdom of Sweden except in circumstances that will not result in a requirement to prepare a prospectus pursuant to the provisions of the EU Prospectus Regulation, the Act on Supplementary Provisions to the EU Prospectus Regulation, the Swedish Financial Instruments Trading Act nor any other Swedish enactment.
5. |
Singapore |
Each Dealer acknowledges that the Base Listing Particulars has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer represents, warrants and agrees that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Base Listing Particulars or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the SFA)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
6. |
General |
Each Dealer agrees that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes the Base Listing Particulars and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuer, the Guarantor and any other Dealer shall have any responsibility therefor.
None of the Issuer, the Guarantor and any of the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating any such sale.
With regard to each Tranche, the relevant Dealer will be required to comply with any additional restrictions agreed between the Issuer and the relevant Dealer and set out in the Subscription
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0012034-0005142 UKO2: 0000000000.6 |
33 |
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Agreement, Dealer Accession Letter or dealer confirmation (as contemplated by Annex 2 of the Procedures Memorandum), as relevant, or in the applicable Pricing Supplement.
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0012034-0005142 UKO2: 0000000000.6 |
34 |
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Forms of Dealer Accession Letters and Confirmation Letters
Form of Dealer Accession Letter – Programme
[Date]
To:Autoliv, Inc.
(the Issuer)
Dear Sir or Madam,
AUTOLIV, INC.
Euro Medium Term Note Programme
We refer to the amended and restated Programme Agreement dated 19 February 2021 entered into in respect of the above Euro Medium Term Note Programme and made between the Issuer, Autoliv ASP, Inc., (the Guarantor) and the Dealers party to it (which agreement, as amended, supplemented or restated from time to time, is referred to as the Programme Agreement).
We confirm that we are in receipt of the following documents:
(a) |
a copy of the Programme Agreement; and |
(b) |
a copy of current versions of all other documents delivered under Appendix 1 to the Programme Agreement as we have requested, |
and have found them to our satisfaction.i
For the purposes of the Programme Agreement our notice details are as follows:
[insert name, address, telephone, facsimile[, email address] and attention].
In consideration of the appointment by the Issuer and the Guarantor of us as a Dealer under the Programme Agreement we undertake, for the benefit of the Issuer, the Guarantor 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.
[Consider whether it is appropriate for the carve-out for the Blocking Regulations to apply to any new dealer and adapt as necessary.]
This letter and any non-contractual obligations arising out of or in connection with this letter are governed by, and shall be construed in accordance with, English law.
Yours faithfully,
[Name of New Dealer]
By:
|
i |
It is important to ensure that each original legal opinion and comfort letter permits it to be delivered to, and relied upon by, New Dealers, otherwise a side letter to this effect should be provided. |
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0012034-0005142 UKO2: 0000000000.6 |
35 |
|
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cc:HSBC Bank plc as Fiscal Agent
The other Dealers
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0012034-0005142 UKO2: 0000000000.6 |
36 |
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Form of Confirmation Letter – Programme
[Date]
To:[Name and address of New Dealer]
Dear Sir or Madam,
AUTOLIV, INC.
Euro Medium Term Note Programme
We refer to the amended and restated Programme Agreement dated 19 February 2021 (which agreement, as amended, supplemented or restated from time to time, is referred to as the Programme Agreement) entered into in respect of the above Euro Medium Term Note Programme and acknowledge receipt of your Dealer Accession Letter to us dated [specify].
We confirm that, with effect from today's date, you shall become a Dealer under the Programme Agreement in accordance with subclause 11.2 of the Programme Agreement.
Yours faithfully,
Autoliv, Inc.
By:
cc:HSBC Bank plc as Fiscal Agent
The other Dealers
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0012034-0005142 UKO2: 0000000000.6 |
37 |
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Form of Dealer Accession Letter – Note Issue
[Date]
To:Autoliv, Inc.
(the Issuer)
Dear Sir or Madam,
AUTOLIV, INC.
[Description of issue]
(the Notes)
to be issued under the Euro Medium Term Note Programme
We refer to the amended and restated Programme Agreement dated 19 February 2021 and made between the Issuer Autoliv ASP, Inc., (the Guarantor) and the Dealers party to it (which agreement, as amended, supplemented or restated from time to time, is referred to as the Programme Agreement).
We confirm that we are in receipt of the following documents:
(a) |
a copy of the Programme Agreement; and |
(b) |
a copy of current versions of all other documents delivered under Appendix 1 of the Programme Agreement as we have requested, |
and have found them to our satisfaction.ii
For the purposes of the Programme Agreement our notice details are as follows:
[insert name, address, telephone, facsimile[, e-mail address] and attention].
In consideration of the appointment by the Issuer and the Guarantor of us as a Dealer under the Programme Agreement in respect of the issue of the Notes we undertake, for the benefit of the Issuer, the Guarantor 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.
[Consider whether it is appropriate for the carve-out for the Blocking Regulations to apply to any new dealer and include as necessary.]
[In connection with the Notes, we represent and agree that [Include any additional selling restrictions].]
This letter and any non-contractual obligations arising out of or in connection with this letter are governed by, and shall be construed in accordance with, English law.
Yours faithfully,
[Name of New Dealer]
|
ii |
It is important to ensure that each original legal opinion and comfort letter permits it to be delivered to, and relied upon by, New Dealers, otherwise a side letter to this effect should be provided. |
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||
0012034-0005142 UKO2: 0000000000.6 |
38 |
|
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By:
cc:HSBC Bank plc as Fiscal Agent
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0012034-0005142 UKO2: 0000000000.6 |
39 |
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Form of Confirmation Letter – Note Issue
[Date]
To:[Name and address of New Dealer]
Dear Sir or Madam,
AUTOLIV, INC.
[Description of issue]
(the Notes)
to be issued under the Euro Medium Term Note Programme
We refer to the amended and restated Programme Agreement dated 19 February 2021 (which agreement, as amended, supplemented or restated from time to time, is referred to as the Programme Agreement) and acknowledge receipt of your Dealer Accession Letter to us dated [specify].
We confirm that, with effect from today's date, in respect of the issue of the Notes, you shall become a Dealer under the Programme Agreement in accordance with subclause 11.2 of the Programme Agreement.
Yours faithfully,
Autoliv, Inc.
By:
cc:HSBC Bank plc as Fiscal Agent
Letter Regarding Increase in the Nominal Amount of the Programme
[Date]
To:The Dealers
(as defined in the
amended and restated Programme Agreement
dated 19 February 2021,
as amended, supplemented or restated from
time to time (the Programme Agreement))
Dear Sir or Madam,
AUTOLIV, INC.
Euro Medium Term Note Programme
We require, pursuant to subclause 12.1 of the Programme Agreement, that the aggregate nominal amount of the Programme be increased to [EUR] [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 subclause 12.2 of the Programme Agreement, namely that each Dealer shall have received and found satisfactory all the documents and confirmations described in the Part 2 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 Issuer 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 seven 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) that any of them are 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,
Autoliv, Inc.
By:
cc:HSBC Bank plc as Fiscal Agent
Form of Subscription Agreement
AUTOLIV, INC.
[DESCRIPTION OF ISSUE]
[DATE]
To:[Insert legal name(s) of the Joint Lead Managers or the Lead Manager, as the case may be]
(the [Joint Lead Managers/Lead Manager])
[and:[Insert legal names of the Co-Managers]
(the Co-Managers and, together with the [Joint Lead Managers/Lead Manager], the Managers)]
c/o[Insert name and address of the Lead Manager or, as the case may be, the Joint Lead Manager with primary responsibility for documentation] |
Dear Sir or Madam,
Autoliv, Inc. (the Issuer) proposes to issue [DESCRIPTION OF ISSUE] (the Notes) under the EUR 3,000,000,000 Euro Medium Term Note Programme established by it. The Notes will be unconditionally and irrevocably guaranteed by Autoliv ASP, Inc. (the Guarantor). The terms of the issue shall be as set out in the form of Pricing Supplement attached to this Agreement as Annexe A.
This Agreement is supplemental to the amended and restated Programme Agreement (the Programme Agreement) dated 19 February 2021 made between the Issuer, the Guarantor 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 [Joint Lead] 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. Each [Joint 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 delivered under Appendix 1 of the Programme Agreement as it has requested. |
For the purposes of the Programme Agreement the details of each New Dealer for service of notices are as followsiii:
[insert names, addresses, telephone, facsimile[, e-mail address] and attention details of each New Dealer or whether the notices will be delivered to the Managers c/o the Manager with primary responsibility for documentation].
|
iii |
The notice details that are inserted below may, if appropriate on an issue, also include notice details for various of the other Managers, in addition to each New Dealer. |
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 and each of the other Dealers, 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. The Issuer and the Guarantor each confirms 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 for any which have accrued or been incurred prior to, or in connection with, the issue of the Notes.
[Consider including this paragraph where a German resident new dealer is appointed.] [Without prejudice to the rights of any [Joint Lead] Manager who has also been appointed as a Dealer generally in respect of the Programme, [each of] [specify relevant New Dealer(s)] agrees and confirms that, in relation to the Notes, it is not entitled to the benefit of the representation and warranty contained in subclause [4.1(o)] or subclause [5.12] of the Programme Agreement in so far as it would result in a violation of, or conflict with, Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar applicable anti-boycott law or regulation.]] [Consider whether it is appropriate for the carve-out for the Blocking Regulations to apply to any new dealer and adapt as necessary.]
3. |
[Consider including the wording in this paragraph 3 and paragraph 4 below if the ICMA form of Confirmation to Managers has not been circulated.][The [selling [commission/concession]][combined management and underwriting commission] specified in clause [2] above will be distributed [equally amongst the [Joint Lead] Managers.][amongst the [Joint Lead] Managers pro rata to their respective underwriting commitments as set out in the table attached to this Agreement as Annexe B.][as follows: |
|
(i) |
[specify] per cent. of the principal amount of the Notes will be distributed [equally amongst the Joint Lead Managers][amongst the Joint Lead Managers pro rata to their respective underwriting commitments as set out in the table attached to this Agreement as Annexe B][to the Lead Manager]; and |
|
(ii) |
[specify] per cent. of the principal amount of the Notes will be distributed [equally amongst the Co-Managers.][amongst the Co-Managers pro rata to their respective underwriting commitments as set out in the table attached to this Agreement as Annexe B.]] |
4. |
[The [Joint Lead] Managers agree as between themselves that they will be bound by, and will comply with, the International Capital Market Association Standard Form English law "Agreement Among Managers Version 1: Fixed-Price Non Equity-Related Issues – with or without Selling Group" (the Agreement Among Managers) with respect to the Notes and further agree that (so far as the context permits) references in the Agreement Among Managers to the "Lead Manager" and the "Joint Bookrunners" shall mean the [Joint Lead Managers or the relevant Joint Lead Manager, as the case may be/Lead Manager], and references to the "Settlement Lead Manager" shall mean [the Lead Manager/specify], in each case with any consequential grammatical changes to the language of the Agreement Among Managers deemed to have been agreed to, and made by, the [Joint Lead] Managers. |
The [Joint Lead] Managers further agree for the purposes of the Agreement Among Managers that their respective underwriting commitments as between themselves will be as set out in the table attached to this Agreement as Annexe B, which shall constitute the Commitment Notification (as defined in the Agreement Among Managers).]
5. |
The settlement procedures set out in Part [ ] of Annex 1 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 the [Joint Lead] Managers' expenses as provided in [the agreement referred to in] clause 6 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 [Joint Lead Managers/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 general business in London) prior to the Issue Date. |
6. |
[Tailor this paragraph as appropriate][The arrangements in relation to expenses have been separately agreed between the Issuer, the Guarantor and the [Joint Lead Managers/Lead Manager].] |
[The Issuer and the Guarantor shall pay all costs and expenses [(including the fees and disbursements of [include legal counsel and/or auditors][and [specify])] associated with the Notes, in each case together with any value added tax or other tax thereon.]
[The [Joint Lead Managers/Lead Manager/Managers] shall pay[, equally amongst themselves,/pro rata to their respective underwriting commitments as set out in the table attached to this Agreement as Annexe B/specify] the fees and disbursements of [legal counsel and/or auditors], [in each case] together with any value added tax or other tax thereon.]
7. |
The obligation of the [Joint Lead Managers/Managers] to purchase the Notes is conditional upon: |
|
(ii) |
the delivery to the [Joint Lead Managers/Lead Manager] [on behalf of the Managers] on the Payment Instruction Date of: |
|
(A) |
legal opinions addressed to the [Joint Lead] Managers dated the Payment Instruction Date in such form and with such contents as the [Joint Lead Managers/Lead Manager][, on behalf of the Managers,] may reasonably require from Xxxxx Lovells US LLP, the legal advisers to the Issuer and the Guarantor as to United States law, Xxxxxxxx, Xxxxxx & Finger, P.A., legal advisers to the Issuer as to State of Delaware law, Ice Xxxxxx LLP, the legal advisers to the Guarantor as to State of Indiana law |
|
and from Xxxxx & Xxxxx LLP, the legal advisers to the [Joint Lead] Managers as to English law; |
|
(B) |
a certificate dated the Payment Instruction Date signed by a duly authorised officer of the Issuer [and a certificate dated the Payment Instruction Date signed by a duly authorised officer of the Guarantor] giving confirmation to the effect stated in subclause (i) of this clause; |
|
(C) |
comfort letters dated [the date of this Agreement and] the Payment Instruction Date from the independent auditors of the Issuer, in such form and with such content as the [Joint Lead Managers/Lead Manager][, on behalf of the Managers,] may reasonably request; |
|
(D) |
a certificate signed by the chief financial officer of the Issuer in such form and with such contents as the [Joint Lead Managers/Lead Manager][, on behalf of the Managers] may require; and |
|
(E) |
such other conditions precedent as the [Joint Lead Managers/Lead Manager][, on behalf of the Managers,] may require. |
If any of the foregoing conditions is not satisfied on or before the Payment Instruction Date, this Agreement shall terminate on that date and the parties to this Agreement shall be under no further liability arising out of this Agreement (except for any liability of the Issuer, or failing the Issuer, the Guarantor in relation to expenses as provided in [the agreement referred to in] clause [4/6] and except for any liability arising before or in relation to termination), provided that the [Joint Lead Managers/Lead Manager][, on behalf of the Managers,] may in [its/their] discretion waive any of the aforesaid conditions [(other than the conditions precedent contained in subclause 3.2(c) and (m) of the Programme Agreement)] or any part of them.
8. |
The [Joint Lead Managers/Lead Manager][, on behalf of the Managers,] may, by notice to the Issuer and the Guarantor, terminate this Agreement at any time prior to payment of the net purchase money to the Issuer if in the opinion of the [Joint Lead Managers/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/their] 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 notice being given, the parties to this Agreement shall (except for any liability of the Issuer or, failing the Issuer, the Guarantor in relation to expenses as provided [in the agreement referred to] in clause [4/6] of this Agreement and except for any liability arising before or in relation to termination) be released and discharged from their respective obligations under this Agreement. |
9. |
[For the purposes of the issue of the Notes: |
|
(a) |
the following wording shall be deemed to be inserted in the Programme Agreement as a new subclause 4.1(c) and the existing subclause 4.1(c) (and all subsequent subclauses and cross-references thereto) shall be deemed to be re-numbered accordingly: |
"that (i) the statements of fact contained in the marketing materials prepared in connection with the Notes including, without limitation, electronic versions thereof (the Marketing Materials) were, at the date of publication of the Marketing Materials, in every material particular true and accurate and not misleading and there are no other facts or matters in relation to the Issuer, the Guarantor, the Group and the Notes the omission of which would in the context of the issue of the Notes make any statement in the Marketing Materials misleading in any material respect, (ii) the statements of intention, opinion, belief or expectation contained in the Marketing Materials, at the date of the Marketing Materials,
were honestly and reasonably made or held and (iii) all reasonable enquiries have been made to ascertain such facts and to verify the accuracy of all such statements;"; and
|
(b) |
the words "the Marketing Materials and" shall be deemed to be inserted in subclause 6.1(d) of the Programme Agreement immediately before the words "any additional written information provided by the Issuer [and/or the Guarantor] to the Dealers under clause 7".]iv |
[Consider whether Clause 14 of the Programme Agreement requires adaptation for the particular issue and set out amendment here, if so.]
[Include any additional selling restrictions.]
[If stabilisation is to be conducted following the safe harbour set out in Article 5 of the Market Abuse Regulation and Delegated Regulation (EU) 2016/1052 and/or such regulations form part of domestic law by virtue of the EUWA consider including the following:][The Issuer and the Guarantor confirm[s] the appointment of [specify] as the central point responsible for adequate public disclosure of information, and handling any request from a competent authority, in accordance with Article 6(5) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures[, including][as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018].]
10. |
[The paragraph included below and the approach indicated in the associated footnotes may, if appropriate on an issue, be amended to reflect the position of the parties on that issue.]v |
[(i)][Solely for the purposes of the requirements of Article 9(8) of the Product Governance Rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules) regarding the mutual responsibilities of manufacturers under the MiFID Product Governance Rules[:]
|
[(i)/(ii)] |
[Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules[:] |
|
iv |
Only applicable where a roadshow (held physically and/or electronically) was used in connection with the offering of the Notes. |
v |
Depending on the location of the manufacturers, there may be situations where either the MiFID II product governance language or the UK MiFIR product governance language is included or where both are included. |
vi |
Complete with the names of all MiFID entities deemed to be manufacturers in relation to the Notes. This should be considered on a case by case basis and will vary depending on the facts of the relevant offering/which MiFID entities are collaborating with the Issuer in the creation, development, issue and/or design of the Notes which (as described in the ESMA Technical Advice of 19 December 2014) includes entities “advising corporate issuers on the launch of the new securities”. In some cases (for example where the Joint Lead Managers are the entities substantively collaborating with the Issuer), it may be appropriate for the Joint Lead Managers to be considered the co-manufacturers. |
viii |
Delete (b) if all parties are MiFID manufacturers |
|
(a) |
[the [Joint] Lead Manager[s]/identify Manager(s) who is/are deemed to be UK manufacturer(s)]ix ([each a][the] UK Manufacturer [and together the UK Manufacturers]) [acknowledges to each other UK Manufacturer that it]x understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the [Final Terms/announcements] in connection with the Notes[; and |
|
(b) |
the Managers and the Issuer and the Guarantor note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the UK Manufacturer[s] and the related information set out in the [Final Terms/announcements] in connection with the Notes]xi]. |
11. |
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. |
12. |
Clause 23 and 24 of the Programme Agreement shall also apply to this Agreement as if expressly incorporated herein. |
13. |
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. |
Please confirm that this letter correctly sets out the arrangements agreed between us.
Yours faithfully,
For:AUTOLIV, INC.
By:
For:AUTOLIV ASP, INC.
By:
We confirm that this letter correctly sets out the arrangements agreed between us.
For:[NAMES OF [JOINT LEAD] MANAGERS]
By:
|
ix |
Complete with the names of all UK MiFIR entities deemed to be manufacturers in relation to the Notes. |
x |
Delete if there is only one UK MiFIR manufacturer. |
xi |
Delete (b) if all parties are UK MiFIR manufacturers. |
ANNEXE A TO THE SUBSCRIPTION AGREEMENT
[Form of Pricing Supplement]
ANNEXE B TO THE SUBSCRIPTION AGREEMENT
[JOINT LEAD] MANAGERS' UNDERWRITING COMMITMENTS
[Joint Lead] Manager |
Underwriting Commitment [Specify currency] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
Total |
[ ]]. |
The Issuer
AUTOLIV, INC.
By:
The Guarantor
AUTOLIV ASP, INC.
By:
|
||
|
Signature Page to the Programme Agreement |
|
The Arranger
XXXXXX XXXXXXX & CO. INTERNATIONAL PLC
By:
The Dealers
BANK OF CHINA LIMITED, LONDON BRANCH
By:By:
CITIGROUP GLOBAL MARKETS LIMITED
By:
ING BANK N.V.
By:By:
X.X. XXXXXX SECURITIES PLC
By:
MIZUHO INTERNATIONAL PLC
By:
MIZUHO SECURITIES EUROPE GMBH
By:By:
|
||
|
Signature Page to the Programme Agreement |
|
DNB BANK ASA
MUFG SECURITIES (EUROPE) N.V.
SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL)
SOCIÉTÉ GÉNÉRALE
By:
(Each by its duly authorised attorney)
|
||
|
Signature Page to the Programme Agreement |
|