Exhibit 4.3

	
	CONFORMED COPY


Allen & Overy LLP
0013726-0004143 ICM:32105437.10

SIXTH SUPPLEMENTAL TRUST DEED
  27 March 2019
RENTOKIL INITIAL plc

and

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

further modifying and restating the provisions of the Trust Deed dated 9 December 2005

relating to a
 €2,500,000,000 EURO MEDIUM TERM NOTE PROGRAMME

 





	
	
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THIS SIXTH SUPPLEMENTAL TRUST DEED is made on 27 March 2019
BETWEEN:
(1) RENTOKIL  INITIAL  PLC,  a  company  incorporated  under  the  laws  of  England,  whose
registered office is  at Riverbank, Meadows Business Park, Blackwater, Camberley, Surrey,
GU17 9AB (the "Issuer"); and
 (3) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, a company incorporated
in England and Wales whose registered office is at 8 Canada Square, London E14 5HQ (the
"Trustee"), as trustee for the holders of the Notes and Coupons.
WHEREAS:
(A) This Sixth Supplemental Trust Deed is supplemental to:
(a) the Trust Deed dated 9 December 2005 made between the Issuer and HSBC Trustee (C.I.)
(hereinafter called the "Principal Trust Deed") relating to the €2,500,000,000 Euro Medium
Term Note Programme (the “Programme”) established by the Issuer;
(b)  the First Supplemental Trust Deed dated 19 March 2007 made between the Issuer and HSBC
Trustee (C.I.) and modifying the provisions of the Principal Trust Deed (hereinafter called the
"First Supplemental Trust Deed");
(c) the  Second Supplemental Trust Deed dated 13 June 2008 made between the  Issuer, HSBC
Trustee  (C.I.)  and  the  Trustee and  further  modifying  the  provisions  of  the  Principal  Trust
Deed (hereinafter called the “Second Supplemental Trust Deed”);
(d) the Third Supplemental  Trust  Deed  dated 21 June  2013 made  between  the  Issuer and the
Trustee and further modifying the provisions of the Principal Trust Deed (hereinafter called
the “Third Supplemental Trust Deed”);
(e) the Fourth Supplemental Trust Deed dated 18 February 2015 made between the Issuer and the
Trustee and further modifying the provisions of the Principal Trust Deed (hereinafter called
the “Fourth Supplemental Trust Deed”); and
(f) the  Fifth Supplemental Trust Deed  dated  11 March 2016 made between the  Issuer and the
Trustee and further modifying the provisions of the Principal Trust Deed (hereinafter called
the “Fifth Supplemental Trust Deed” and, together with the Principal Trust Deed, the First
Supplemental  Trust  Deed,  the  Second  Supplemental  Trust  Deed,  the  Third  Supplemental
Trust Deed and the Fourth Supplemental Trust Deed, the “Subsisting Trust Deeds”).
(B) On 27 March 2019 the Issuer published a modified and updated Offering Circular relating to
the Programme.
NOW THIS SIXTH SUPPLEMENTAL TRUST DEED WITNESSETH AND IT IS HEREBY
DECLARED as follows:
1. Subject as hereinafter provided and unless there is something in the subject matter or context
inconsistent therewith, all words and expressions defined in the Subsisting Trust Deeds shall
have the same meanings in this Sixth Supplemental Trust Deed.
2. Save: 





	
	
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(a) in relation to all Series of Notes the first Tranches of which were issued during the
period up to and including the day last preceding the date of this Sixth Supplemental
Trust Deed; and
(b) for  the  purpose  (where  necessary)  of  construing  the  provisions  of  this Sixth
Supplemental Trust Deed,
with effect on and from the date of this Sixth Supplemental Trust Deed:
(i) the Principal Trust Deed (as previously modified) is hereby further modified in such
manner as would result in the Principal Trust Deed being in the form set out in the
Schedule hereto; and
(ii) the provisions of the Subsisting Trust Deeds (as previously modified) insofar as the
same still have effect shall cease to have effect and in lieu thereof the provisions of
the Principal Trust Deed as so further modified (and being in the form set out in the
Schedule hereto) shall have effect.
3. The  provisions  of  the Principal Trust  Deed  as  modified  and  restated  by  this Sixth
Supplemental Trust Deed shall be valid and binding obligations of the Issuer and the Trustee.
4. The Subsisting Trust Deeds shall henceforth be read and construed as one document with this
Sixth Supplemental Trust Deed.
5. A Memorandum of this Sixth Supplemental Trust Deed shall be endorsed by the Trustee on
the Principal Trust Deed and by the Issuer on its duplicate of the Principal Trust Deed.
IN WITNESS whereof this Sixth Supplemental Trust Deed has been executed as a deed by the Issuer
and the Trustee and delivered on the date first stated on page 1 above. 





	
	
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SCHEDULE
FORM OF MODIFIED PRINCIPAL TRUST DEED


DATED 9 DECEMBER 2005





RENTOKIL INITIAL plc


- and -


HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED






________________________________________

TRUST DEED

relating to a

 €2,500,000,000
Euro Medium Term Note Programme
(as modified and restated on 27 March 2019)
________________________________________









 





	
	
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TABLE OF CONTENTS
CLAUSE PAGE

1. DEFINITIONS ........................................................................................................................... 6
2. AMOUNT AND ISSUE OF THE NOTES.............................................................................. 15
3. FORMS OF THE NOTES ....................................................................................................... 18
4. FEES, DUTIES AND TAXES ................................................................................................ 20
5. COVENANT OF COMPLIANCE .......................................................................................... 20
6. CANCELLATION OF NOTES AND RECORDS .................................................................. 20
7. NON-PAYMENT .................................................................................................................... 21
8. PROCEEDINGS, ACTION AND INDEMNIFICATION ...................................................... 21
9. APPLICATION OF MONEYS ............................................................................................... 22
10. NOTICE OF PAYMENTS ...................................................................................................... 22
11. INVESTMENT BY TRUSTEE ............................................................................................... 22
12. PARTIAL PAYMENTS .......................................................................................................... 23
13. COVENANTS BY THE ISSUER ........................................................................................... 23
14. REMUNERATION AND INDEMNIFICATION OF TRUSTEE .......................................... 27
15. SUPPLEMENT TO TRUSTEE ACTS .................................................................................... 28
16. TRUSTEE'S LIABILITY ........................................................................................................ 33
17. TRUSTEE CONTRACTING WITH THE ISSUER ............................................................... 33
18. WAIVER, AUTHORISATION AND DETERMINATION ................................................... 34
MODIFICATION .................................................................................................................... 34
BREACH ................................................................................................................................. 34
SUBSTITUTION ..................................................................................................................... 34
19. HOLDER OF DEFINITIVE NOTE ASSUMED TO BE COUPONHOLDER ...................... 36
NO NOTICE TO COUPONHOLDERS .................................................................................. 36
20. CURRENCY INDEMNITY .................................................................................................... 36
21. NEW TRUSTEE ...................................................................................................................... 36
SEPARATE AND CO-TRUSTEES ........................................................................................ 37
22. TRUSTEE'S RETIREMENT AND REMOVAL .................................................................... 37
23. TRUSTEE'S POWERS TO BE ADDITIONAL ...................................................................... 37
24. NOTICES ................................................................................................................................. 38
25. GOVERNING LAW ................................................................................................................ 38
26. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 ................................................. 38
27. COUNTERPARTS .................................................................................................................. 39

SCHEDULES

THE FIRST SCHEDULE TERMS AND CONDITIONS OF THE NOTES ....................................... 40
THE SECOND SCHEDULE FORM OF TEMPORARY GLOBAL NOTE ....................................... 82
FORM OF PERMANENT GLOBAL NOTE ....................................................................................... 89
FORM OF DEFINITIVE NOTE .......................................................................................................... 97
FORM OF COUPON .......................................................................................................................... 101
FORM OF TALON ............................................................................................................................. 102
THE THIRD SCHEDULE PROVISIONS FOR MEETINGS OF NOTEHOLDERS ....................... 104





	
	
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THIS TRUST DEED is made on 9 December 2005 BETWEEN:

(1) RENTOKIL  INITIAL  PLC,  a  company  incorporated  under  the  laws  of  England,  whose
registered office is  at Riverbank, Meadows Business Park, Blackwater, Camberley, Surrey,
GU17 9AB (the "Issuer"); and

(2) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, a company incorporated
in England and Wales, whose registered office is at 8 Canada Square, London E14 5HQ (the
"Trustee",  which  expression  shall,  wherever the  context  so  admits,  include  such  company
and all other persons or companies for the time being the trustee or trustees of these presents)
as trustee for the Noteholders and the Couponholders (each as defined below).

WHEREAS:

(1)  By  a  resolution  of  the  Board  of  Directors  of  the  Issuer  passed  on 14  July 2005 and by  a
resolution of the Committee of the Board of Directors of the Issuer passed on 8 December
2005 the Issuer has resolved to establish a Euro Medium Term Note Programme pursuant to
which the Issuer may from time to time issue Notes as set out herein.  Notes up to a maximum
nominal amount (calculated in accordance with Clause 3.5 of the Programme Agreement (as
defined  below))  from  time  to  time  outstanding  of  €2,500,000,000  (subject  to  increase  as
provided in the Programme Agreement) (the "Programme Limit") may be issued pursuant to
the said Programme.

(2) The Trustee has agreed to act as trustee of these presents for the benefit of the Noteholders
and the Couponholders upon and subject to the terms and conditions of these presents.

NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:

1. DEFINITIONS
(A) IN these presents unless there is anything in the subject or context inconsistent therewith the
following expressions shall have the following meanings:

"Agency  Agreement"  means  the  agreement  dated 9  December 2005 as  amended  and/or
supplemented and/or restated from time to time, pursuant to which the Issuer has appointed
the Agent and the other Paying Agents in relation to all or any Series of the Notes and any
other  agreement  for  the  time  being  in  force  appointing  further  or  other  Paying  Agents  or
another Agent in relation to all or any Series of the Notes, or in connection with their duties,
the terms of which have previously been approved in writing by the Trustee, together with
any  agreement  for  the  time  being  in  force  amending  or  modifying  with  the  prior  written
approval of the Trustee any of the aforesaid agreements;

"Agent" means, in relation to all or any Series of the Notes, HSBC Bank plc at its office at 8
Canada Square, London E14 5HQ, England or, if applicable, any Successor principal paying
agent in relation to all or any Series of the Notes;

"Applicable Law" means any law or regulation including, but not limited to: (i) any statute or
regulation;  (ii)  any  rule  or  practice  of  any Authority  by  which  the  issuer  is  bound  or  with
which it is accustomed to comply; (iii) any agreement between any Authorities; and (iv) any
customary agreement between any Authority and any party;

"Appointee" means any attorney, manager, agent, delegate or other person appointed by the
Trustee under these presents;
 





	
	
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"Auditors" means the auditors for the time being of the Issuer or, in the event of their being
unable  or  unwilling  promptly  to  carry  out  any  action  requested  of  them  pursuant  to  the
provisions of these presents, such other firm of accountants as may be nominated or approved
by the Trustee for the purposes of these presents;

"Authority" means any competent regulatory, prosecuting, tax or governmental authority in
any jurisdiction;

"Calculation Agent" means, in relation to all or any Series of the Notes, the person initially
appointed as calculation agent in relation to such Notes by the Issuer pursuant to the Agency
Agreement or, if applicable, any Successor calculation agent in relation to all or any Series of
the Notes;

"Change of Control" has the meaning set out in Condition 6(f);

"Clearstream, Luxembourg" means Clearstream Banking S.A.;

"Code" means the U.S. Internal Revenue Code of 1986;

"Conditions" means, in relation to the Notes of any Series, the terms and conditions endorsed
on or incorporated by reference into the Note or Notes constituting such Series, such terms
and conditions being in or substantially in the form set out in the First Schedule or in such
other form, having regard to the terms of the Notes of the relevant Series, as may be agreed
between  the  Issuer,  the  Trustee  and  the  relevant  Dealer(s)  as  supplemented  by  the Pricing
Supplement applicable to the Notes of the relevant Series, in each case as from time to time
modified in accordance with the provisions of these presents;

"Coupon"  means  an  interest  coupon  appertaining  to  a  definitive  Note  (other  than  a  Zero
Coupon Note), such coupon being:

(i) if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in
Part IVA of the Second Schedule or in such other form, having regard to the terms of
issue of the Notes of the relevant Series, as may be agreed between the Issuer, the
Agent, the Trustee and the relevant Dealer(s); or

(ii) if appertaining to a Floating Rate Note in the form or substantially in the form set out
in Part IVB of the Second Schedule or in such other form, having regard to the terms
of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the
Agent, the Trustee and the relevant Dealer(s); or

(iii) if appertaining to a definitive Note which is neither a Fixed Rate Note nor a Floating
Rate Note in such form as may be agreed between the Issuer, the Agent, the Trustee
and the relevant Dealer(s),

and  includes, where  applicable, the Talon(s) appertaining thereto and any replacements  for
Coupons and Talons issued pursuant to Condition 10;

"Couponholders"  means  the  several  persons  who  are  for  the time  being  holders  of  the
Coupons and includes, where applicable, the Talonholders;

"Dealers" means Barclays Bank PLC, Banco Santander, S.A., Bayerische Landesbank, BNP
Paribas, HSBC Bank plc, ING Bank N.V., Lloyds Bank Corporate Markets plc, Merrill Lynch
International, Mizuho  International  plc, Skandinaviska  Enskilda  Banken  AB  (publ)  and
Standard Chartered Bank and any other entity which the Issuer may appoint as a Dealer and 





	
	
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notice of whose appointment has been given to the Agent and the Trustee by the Issuer in
accordance with the provisions of the Programme Agreement but excluding any entity whose
appointment  has  been  terminated  in  accordance  with  the  provisions  of  the  Programme
Agreement and notice of such termination has been given to the Agent and the Trustee by the
Issuer in accordance with the  provisions  of the  Programme  Agreement and  references  to a
"relevant Dealer" or the "relevant Dealer(s)" mean, in relation to any Tranche or Series of
Notes, the Dealer or Dealers with whom the Issuer has agreed the issue of the Notes of such
Tranche or Series and "Dealer" means any one of them;

"Definitive Note" means a Note in definitive form issued or, as the case may require, to be
issued by the Issuer in accordance with the provisions of the Programme Agreement or any
other agreement between the  Issuer and the relevant Dealer(s), the Agency Agreement and
these presents in exchange for either a Temporary Global Note or part thereof or a Permanent
Global Note (all as indicated in the applicable Pricing Supplement), such Note in definitive
form being in the form or substantially in the form set out in Part III of the Second Schedule
with such modifications (if any) as may be agreed between the Issuer, the Agent, the Trustee
and the relevant Dealer(s) and having the Conditions endorsed thereon or, if permitted by the
relevant  Stock  Exchange,  incorporating  the  Conditions  by  reference  as  indicated  in  the
applicable Pricing  Supplement and  having  the  relevant  information  supplementing  the
Conditions  appearing  in  the applicable Pricing  Supplement endorsed  thereon  or  attached
thereto  and  (except  in  the  case  of  a  Zero  Coupon  Note)  having  Coupons  and,  where
appropriate, Talons attached thereto on issue;

"Directors" means the Board of Directors for the time being of the Issuer;

 "Early Redemption Amount" has the meaning ascribed thereto in Condition 6(e);

"Euroclear" means Euroclear Bank SA/NV;

 “Euronext Dublin” means the Irish Stock Exchange plc, trading as Euronext Dublin or such
other body to which its functions have been transferred;

"Event of Default" means any of the conditions, events or acts provided in Condition 9 to be
events upon the happening of which the Notes of any Series would, subject only to notice by
the Trustee as therein provided, become immediately due and repayable;

"Extraordinary Resolution" has the meaning set out in paragraph 20 of the Third Schedule;

"Fixed Rate Note" means a Note on which interest is calculated at a fixed rate payable in
arrear on a fixed date or fixed dates in each year and on redemption or on such other dates as
may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable
Pricing Supplement);

"Floating Rate Note" means a Note on which interest is calculated at a floating rate payable
in arrear in respect of such period or on such date(s) as may be agreed between the Issuer and
the relevant Dealer(s) (as indicated in the applicable Pricing Supplement);

 “Global Exchange Market” means the Global Exchange Market of Euronext Dublin.

"Global  Note"  means  a  Temporary  Global  Note  and/or  a  Permanent  Global  Note  as  the
context may require;
 





	
	
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"Interest  Commencement  Date"  means,  in  the  case  of  interest-bearing  Notes,  the  date
specified in the applicable Pricing Supplement from (and including) which such Notes bear
interest, which may or may not be the Issue Date;

"Interest Payment Date" means, in relation to any Floating Rate Note, either:

(i) the date which falls the number of months or other period specified as the "Specified
Period"  in  the  applicable Pricing  Supplement after  the  preceding  Interest  Payment
Date or the  Interest Commencement Date (in the case of the  first Interest Payment
Date); or

(ii) such date or dates as are indicated in the applicable Pricing Supplement;


"Issue  Date"  means,  in  respect  of  any  Note,  the  date  of  issue  and  purchase  of  such  Note
pursuant  to  and  in  accordance  with  the  Programme  Agreement  or  any  other  agreement
between  the  Issuer  and  the  relevant  Dealer(s)  being,  in  the  case  of  any  Definitive  Note
represented initially by a Global Note, the same date as the date of issue of the Global Note
which initially represented such Note;

"Issue Price" means the price, generally expressed as a percentage of the nominal amount of
the Notes, at which the Notes will be issued;

"Liability" means any loss, damage, cost, charge, claim, demand, expense, judgment, action,
proceeding  or  other  liability  whatsoever  (including,  without  limitation  in  respect  of  taxes,
duties, levies, imposts and other charges) and including any value added tax  or similar tax
charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;

"London Business Day" has the meaning set out in Condition 4(b)(vii);

"Maturity Date" means the date on which a Note is expressed to be redeemable;

"month" means calendar month;

"Note" means a note issued pursuant to the Programme and denominated in such currency or
currencies as may be  agreed between the  Issuer and the relevant Dealer(s) which  has such
maturity and denomination as may be agreed between the Issuer and the relevant Dealer(s)
and issued or to be issued by the Issuer pursuant to the Programme Agreement or any other
agreement  between  the  Issuer  and  the  relevant  Dealer(s)  relating  to  the  Programme,  the
Agency  Agreement  and  these  presents  and  which  shall  initially  be  represented  by,  and
comprised in, either (i) a Temporary Global Note which may (in accordance with the terms of
such Temporary Global Note) be exchanged for Definitive Notes or a Permanent Global Note
which Permanent Global Note may (in accordance with the terms of such Permanent Global
Note) in turn be exchanged for Definitive Notes or (ii) a Permanent Global Note which may
(in accordance with the terms of such Permanent Global Note) be exchanged for Definitive
Notes (all as indicated in the applicable Pricing Supplement) and includes any replacements
for a Note issued pursuant to Condition 10;

"Noteholders" means the several persons who are for the time being holders of outstanding
Notes save that, in respect of the Notes of any Series, for so long as such Notes or any part
thereof are represented by a Global Note deposited with a common depositary for Euroclear
and  Clearstream,  Luxembourg  (other  than  Clearstream,  Luxembourg,  if  Clearstream,
Luxembourg shall be an accountholder of Euroclear and Euroclear, if Euroclear shall be an
accountholder of Clearstream, Luxembourg) as the holder of a particular nominal amount of 





	
	
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the Notes of such Series shall be deemed to be the holder of such nominal amount of such
Notes (and the holder of the relevant Global Note shall be deemed not to be the holder) for all
purposes of these presents other than with respect to the payment of principal or interest on
such nominal amount of such Notes, the rights to which shall be vested, as against the Issuer
and  the  Trustee,  solely  in  such  common  depositary  and  for  which  purpose  such  common
depositary  shall  be  deemed  to  be  the  holder  of  such  nominal  amount  of  such  Notes  in
accordance  with  and  subject  to  its  terms  and  the  provisions  of  these  presents  and  the
expressions "Noteholder", "holder" and "holder of Notes" and related expressions shall be
construed accordingly;

"notice"  means,  in  respect  of  a  notice  to  be  given  to  Noteholders,  a  notice  validly  given
pursuant to Condition 13;

"Official List" means the official list maintained by Euronext Dublin;

"outstanding" means, in relation to the Notes of all or any Series, all the Notes of such Series
issued other than:

(a) those Notes which have been redeemed pursuant to these presents;

(b) those Notes in respect of which the date (including, where applicable, any deferred
date)  for  redemption  in  accordance  with  the  Conditions  has  occurred  and  the
redemption moneys (including all interest payable thereon) have been duly paid to the
Trustee or to the Agent in the manner provided in the Agency Agreement (and where
appropriate  notice  to  that  effect  has  been  given  to  the  relative  Noteholders  in
accordance with Condition 13) and remain available for payment against presentation
of the relevant Notes and/or Coupons;

(c) those Notes which have been purchased and cancelled in accordance with Conditions
6(g) and 6(h);

(d) those  Notes  which  have  become  void  or  in  respect  of  which  claims  have  become
prescribed, in each case under Condition 8;

(e) those mutilated or defaced Notes which have been surrendered and cancelled and in
respect of which replacements have been issued pursuant to Condition 10;

(f) (for the  purpose only of ascertaining the  nominal amount of the  Notes  outstanding
and without prejudice to the status for any other purpose of the relevant Notes) those
Notes which are alleged to have been lost, stolen or destroyed and in respect of which
replacements have been issued pursuant to Condition 10; and

(g) any Global Note to the extent that it shall have been exchanged for Definitive Notes
or another Global Note pursuant to its provisions, the provisions of these presents and
the Agency Agreement,

PROVIDED THAT for each of the following purposes, namely:

(i) the right to attend and vote at any meeting of the holders of the Notes of any Series;

(ii) the determination of how many and which Notes of any Series are for the time being
outstanding for the purposes of Clause 8(A), Conditions 9 and 14 and paragraphs 2, 5,
6 and 9 of the Third Schedule;
 





	
	
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(iii) any discretion, power or authority (whether contained in these presents or vested by
operation of law) which the Trustee is required, expressly or impliedly, to exercise in
or by reference to the interests of the holders of the Notes of any Series; and

(iv) the determination by the Trustee whether any event, circumstance, matter or thing is,
in its opinion, materially prejudicial to the interests of the holders of the Notes of any
Series,

those Notes of the relevant Series (if any) which are for the time being held by or on behalf of
the Issuer, any Subsidiary of the Issuer, any holding company of the Issuer or any Subsidiary
of such holding company, in each case as beneficial owner, shall (unless and until ceasing to
be so held) be deemed not to remain outstanding;

"Paying Agents" means, in relation to all or any Series of the Notes, the several institutions
(including, where the context permits, the Agent) at their respective specified offices initially
appointed as paying agents  in relation to such Notes by the  Issuer pursuant to the  Agency
Agreement  and/or,  if  applicable,  any  Successor  paying  agents  at  their  respective  specified
offices in relation to all or any Series of the Notes;

"Permanent Global Note" means a global note in the form or substantially in the form set
out  in  Part  II  of  the  Second  Schedule  with  such  modifications  (if  any)  as  may  be  agreed
between the Issuer, the Agent, the Trustee and the relevant Dealer(s), together with the copy
of the applicable Pricing Supplement annexed thereto, comprising some or all of the Notes of
the  same  Series,  issued  by  the  Issuer  pursuant  to  the  Programme  Agreement  or  any  other
agreement  between  the  Issuer  and  the  relevant  Dealer(s)  relating  to  the  Programme,  the
Agency Agreement and these presents in exchange for the whole or part of any Temporary
Global Note issued in respect of such Notes;

"Potential Event of Default" means any condition, event or act which, with the lapse of time
and/or  the  issue,  making  or  giving  of  any  notice,  certification,  declaration,  demand,
determination and/or request and/or the taking of any similar action and/or the fulfilment of
any similar condition, would constitute an Event of Default;

"Pricing Supplement" has the meaning set out in the Programme Agreement;

"Principal Subsidiary" means at any time a Subsidiary of the Issuer:

 (a) whose  operating  profits  (or,  if  the  Subsidiary  in  question  prepares  consolidated
accounts,  whose  total  consolidated  operating  profits)  attributable  to  the  Issuer
represent (or, in the case of a Subsidiary acquired after the end of the financial period
to  which  the  then  latest  audited  consolidated  accounts  of  the  Issuer  and  its
Subsidiaries  relate,  are  equal  to)  not  less  than  10 per  cent.  of  the  consolidated
operating profits of the Issuer and its Subsidiaries taken as a whole, all as calculated
respectively by reference to the then latest audited accounts (unconsolidated or, as the
case may be, consolidated) of the Subsidiary and the then latest audited consolidated
accounts of the Issuer and its Subsidiaries, provided that  in  the  case  of  a  Subsidiary
of the  Issuer acquired  after the end  of the  financial period to which the then latest
audited consolidated accounts of the Issuer and its Subsidiaries relate, the reference to
the then latest audited consolidated accounts of the Issuer and its Subsidiaries for the
purposes of the calculation above shall, until consolidated accounts for the financial
period in which the acquisition is made have been prepared and audited as aforesaid,
be deemed to be a reference to such first-mentioned accounts as if such Subsidiary
had  been  shown  in  such  accounts  by  reference  to  its  then  latest  relevant  audited
accounts, adjusted as deemed appropriate by the Directors; or
 





	
	
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(b) to which is transferred the whole or substantially the whole of the undertaking and
assets  of  a  Subsidiary  of  the  Issuer  which  immediately  prior  to  such  transfer  is  a
Principal Subsidiary, provided that the transferor Subsidiary shall upon such transfer
forthwith cease to be a Principal Subsidiary and the transferee Subsidiary shall cease
to be a Principal Subsidiary pursuant to this sub-paragraph (b) on the date on which
the  consolidated  accounts of the  Issuer and its Subsidiaries  for the financial period
current at the date of such transfer have been prepared and audited as aforesaid but so
that  such  transferor  Subsidiary  or  such  transferee  Subsidiary  may  be  a  Principal
Subsidiary on or at any time after the date on which such consolidated accounts have
been prepared and audited as aforesaid by virtue of the provisions of sub-paragraph
(a) above or before, on or at any time after such date by virtue of the provisions of
this  sub-paragraph (b)  or  sub-paragraph  (c)  below  or  at  any  time  by  virtue  of  the
provisions of sub-paragraph (d) below; or

(c) to which  is  transferred  an  undertaking  or  assets  which,  taken  together  with  the
undertaking or assets  of the  transferee Subsidiary, generated (or, in the case  of the
transferee Subsidiary being acquired after the end of the financial period to which the
then latest  audited  consolidated  accounts  of  the  Issuer  and  its  Subsidiaries  relate,
generate operating profits attributable to the Issuer equal to) not less than 10 per cent.
of  the  consolidated  operating  profits,  of  the  Issuer  and  its  Subsidiaries  taken  as  a
whole, all as calculated as referred to in sub-paragraph (a) above, provided that the
transferor  Subsidiary  (if  a  Principal  Subsidiary)  shall  upon  such  transfer  forthwith
cease  to  be  a  Principal  Subsidiary  unless  immediately  following  such  transfer  its
undertaking and assets generate (or, in the case aforesaid, generate operating profits
attributable  to  the  Issuer  equal  to)  not  less  than  10 per  cent.  of  the  consolidated
operating profit, of the Issuer and its Subsidiaries taken as a whole, all as calculated
as referred to in sub-paragraph (a) above, and the transferee Subsidiary shall cease to
be a Principal Subsidiary pursuant to this sub-paragraph (c) on the date on which the
consolidated  accounts  of  the  Issuer  and  its  Subsidiaries  for  the  financial  period
current at the date of such transfer have been prepared and audited but so that such
transferor Subsidiary or such transferee Subsidiary may be a Principal Subsidiary on
or at any time after the date on which such consolidated accounts have been prepared
and  audited  as  aforesaid  by  virtue  of  the  provisions  of  sub-paragraph  (a)  above  or
before,  on  or  at  any  time  after  such  date  by  virtue  of  the  provisions  of  this  sub-
paragraph (c) or sub-paragraph (b) above or at any time by virtue of the provisions of
sub-paragraph (d) below; or

(d) which  has  Indebtedness  for  Borrowed  Money  (as  defined  in  Condition  9(c))
outstanding (or available under a committed bank facility) in an amount of at least
 £25,000,000 (or its equivalent in any other currency).

For  the  purposes  of  this  definition  if  there  shall  at  any  time  not  be  any  relevant  audited
consolidated  accounts  of  the  Issuer  and  its  Subsidiaries,  references  thereto  herein  shall  be
deemed to be references to a consolidation by the Directors of the relevant audited accounts
of the Issuer and its Subsidiaries.

A  report  by  two  Directors  or  one  Director and  the  Company  Secretary of  the  Issuer  (as
referred  to  in  Clause  13)  whether  or  not  addressed  to  the  Trustee  that  in  their  opinion  a
Subsidiary of the Issuer is or is not or was or was not at any particular time or throughout any
specified  period  a  Principal  Subsidiary  may  be  relied  upon  by  the  Trustee  without  further
enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest error,
be conclusive and binding on all parties;

"Programme" means the Euro Medium Term Note Programme established by, or otherwise
contemplated in, the Programme Agreement;
 





	
	
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"Programme  Agreement"  means  the  agreement  of even  date  herewith  between  the  Issuer
and the Dealers named therein (or deemed named therein) concerning the purchase of Notes
to be issued pursuant to the Programme together with any agreement for the time being in
force amending, replacing, novating or modifying such agreement and any accession letters
and/or agreements supplemental thereto;

"Put Event" has the meaning set out in Condition 6(f);

"Relevant Date" has the meaning set out in Condition 7;

"repay", "redeem" and "pay" shall each include both of the others and cognate expressions
shall be construed accordingly;

"Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes
which are (i) expressed to be  consolidated  and form a  single series and (ii) identical in all
respects  (including  as  to  listing and  admission  to  trading)  except  for  their  respective  Issue
Dates, Interest Commencement Dates and/or Issue Prices and the expressions "Notes of the
relevant Series", "holders of Notes of the relevant Series" and related expressions shall be
construed accordingly;

"Stock  Exchange"  means Euronext  Dublin or  any  other  or  further  stock  exchange(s)  on
which  any  Notes  may  from  time  to  time  be  listed,  and  references  in  these  presents  to  the
"relevant  Stock  Exchange"  shall,  in  relation  to  any  Notes,  be  references  to  the  Stock
Exchange on which such Notes are, from time to time, or are intended to be, listed;

"Subsidiary"  means  any  company  which  is  for  the  time  being  a  subsidiary  (within  the
meaning of Section 1159 of the Companies Act 2006);

"Successor"  means,  in  relation  to  the  Agent,  the  other  Paying  Agents and the  Calculation
Agent, any successor to any one or more of them in relation to the Notes which shall become
such pursuant to the provisions of these presents and/or the Agency Agreement (as the case
may be) and/or such other or further agent, paying agents and calculation agent (as the case
may be) in relation to the Notes as may (with the prior approval of, and on terms previously
approved  by,  the  Trustee  in  writing)  from  time  to  time  be  appointed  as  such,  and/or,  if
applicable,  such  other  or  further  specified  offices  (in  the  case  of  the  Agent  and  the  other
Paying Agents being within the same city as those for which it is they are substituted) as may
from time to time be nominated, in each case by the Issuer, and (except in the case of the
initial appointments and specified offices made under and specified in the Conditions and/or
the Agency Agreement, as the case may be) notice of whose appointment or, as the case may
be, nomination has been given to the Noteholders;

"Talonholders" means the several persons who are for the time being holders of the Talons;

"Talons" means the talons (if any) appertaining to, and exchangeable in accordance with the
provisions therein contained for further Coupons appertaining to, the Definitive Notes (other
than Zero Coupon Notes), such talons being in the form or substantially in the form set out in
Part V of the Second Schedule or in such other form as may be agreed between the Issuer, the
Agent, the Trustee and the relevant Dealer(s) and includes any replacements for Talons issued
pursuant to Condition 10;

"Temporary Global Note" means a temporary global note in the form or substantially in the
form set out in Part I of the Second Schedule together with the copy of the applicable Pricing
Supplement annexed thereto with such modifications (if any) as may be agreed between the
Issuer, the Agent, the Trustee and the relevant Dealer(s), comprising some or all of the Notes 





	
	
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of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other
agreement  between  the  Issuer  and  the  relevant  Dealer(s)  relating  to  the  Programme,  the
Agency Agreement and these presents;

"these presents" means this Trust Deed and the Schedules and any trust deed supplemental
hereto  and  the  Schedules (if  any)  thereto  and  the  Notes,  the  Coupons,  the  Talons,  the
Conditions  and,  unless  the  context  otherwise  requires,  the Pricing  Supplement,  all  as from
time to time modified in accordance with the provisions herein or therein contained;

"Tranche"  means  all  Notes  which  are  identical  in  all  respects  (including  as  to  listing and
admission to trading);

"Trust Corporation" means a corporation entitled by rules made under the Public Trustee
Act 1906 of Great Britain or entitled pursuant to any other comparable legislation applicable
to a trustee in any other jurisdiction to carry out the functions of a custodian trustee;

"Trustee Acts" means the Trustee Act 1925 and the Trustee Act 2000;

"Zero Coupon Note" means a Note on which no interest is payable;

words denoting the singular shall include the plural and vice versa;

 words denoting one gender only shall include the other genders; and

words denoting persons only shall include firms and corporations and vice versa.

(B) (i) All references in these presents to principal and/or principal amount and/or interest in
respect  of  the  Notes  or  to  any  moneys  payable  by  the  Issuer  under  these  presents
shall,  unless  the  context  otherwise  requires,  be  construed  in  accordance  with
Condition 5(f).

(ii) All references in these presents to any statute or any provision of any statute shall be
deemed  also  to  refer  to  any  statutory  modification  or  re-enactment  thereof  or  any
statutory  instrument,  order  or  regulation  made  thereunder  or  under  any  such
modification or re-enactment.

(iii) All  references  in  these  presents  to  guarantees  or  to  an  obligation  being  guaranteed
shall be deemed to include respectively references to indemnities or to an indemnity
being given in respect thereof.

(iv) All references in these presents to any action, remedy or method of proceeding for the
enforcement of the rights of creditors shall be deemed to include, in respect of any
jurisdiction  other  than  England,  references  to  such  action,  remedy  or  method  of
proceeding for the enforcement of the rights of creditors available or appropriate in
such jurisdiction as shall most nearly approximate to such action, remedy or method
of proceeding described or referred to in these presents.

(v) All references in these presents to Euroclear and/or Clearstream, Luxembourg shall,
whenever the context so permits, be deemed to include references to any additional or
alternative clearing system as is approved by the Issuer, the Agent and the Trustee or
as may otherwise be specified in the applicable Pricing Supplement.

(vi) Unless  the  context  otherwise  requires  words  or  expressions  used  in  these  presents
shall bear the same meanings as in the Companies Act 2006 of Great Britain.
 





	
	
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(vii) In this Trust Deed references to Schedules, Clauses, sub-clauses, paragraphs and sub-
paragraphs shall be construed as references to the Schedules to this Trust Deed and to
the  Clauses,  sub-clauses,  paragraphs  and  sub-paragraphs  of  this  Trust  Deed
respectively.

(viii) In  these  presents  tables  of  contents  and  Clause  headings  are  included for  ease  of
reference and shall not affect the construction of these presents.

(C) Words  and  expressions  defined  in  these  presents  or  the  Agency  Agreement  or  used  in  the
applicable Pricing Supplement shall have  the  same  meanings  where  used herein unless the
context  otherwise  requires  or  unless  otherwise  stated  provided  that,  in  the  event  of
inconsistency between the Agency Agreement and these presents, these presents shall prevail
and, in the event of inconsistency between the Agency Agreement or these presents and the
applicable Pricing Supplement, the applicable Pricing Supplement shall prevail.

(D) All references in these presents to the "relevant currency" shall be construed as references to
the currency in which payments in respect of the Notes and/or Coupons of the relevant Series
are to be made as indicated in the applicable Pricing Supplement.

(E) As used in these presents references to Notes having a "listing" or being "listed" on a Stock
Exchange shall, in relation to Euronext Dublin, be construed to mean that such Notes have
been admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin
and  admitted  to trading  on Euronext  Dublin's Global  Exchange  Market.   The  Global
Exchange  Market  is  not  a  regulated  market  for  the purposes  of  the  Markets  in  Financial
Instruments Directive (2014/65/EU), as amended. The applicable Pricing Supplement relating
to each Tranche of Notes will specify whether such Notes are to be admitted to trading on the
Euronext Dublin's Global Exchange Market.  All references in these presents to "listing" and
"listed" shall include references to "quotation" and "quoted" respectively.

2. AMOUNT AND ISSUE OF THE NOTES
(A) Amount of the Notes, Pricing Supplement and Legal Opinions:

The Notes  will  be  issued  in  Series  in  an  aggregate  nominal  amount  from  time  to  time
outstanding  not  exceeding  the  Programme  Limit  from  time  to  time  and  for  the  purpose  of
determining such aggregate nominal amount Clause 3.5 of the Programme Agreement shall
apply.

By not later than 3.00 p.m. (London time) on the third London Business Day preceding each
proposed Issue Date, the Issuer shall deliver or cause to be delivered to the Trustee a copy of
the applicable Pricing Supplement and drafts of all legal opinions to be given in relation to the
relevant issue and shall notify the Trustee in writing without delay of the relevant Issue Date
and the nominal amount of the Notes to be issued.  Upon the issue of the relevant Notes, such
Notes shall become constituted by these presents without further formality.

Before the first issue of Notes occurring after each anniversary of this Trust Deed and on such
other occasions as the Trustee so requests (on the basis that the Trustee considers it necessary
in view of a change (or proposed change) in English law affecting the Issuer, these presents,
the  Programme  Agreement,  the  Agency  Agreement  or  the  Trustee  has  other  grounds),  the
Issuer will procure that (a) further legal opinion(s) (relating, if applicable, to any such change
or proposed change) in such form and with such content as the Trustee may require from the
legal  advisers  specified  in  the  Programme  Agreement  or  such  other  legal  advisers  as  the
Trustee may require is/are delivered to the Trustee.  Whenever such a request is made with 





	
	
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respect to any Notes to be issued, the receipt of such opinion in a form satisfactory to the
Trustee shall be a further condition precedent to the issue of those Notes.

(B) Covenant to repay principal and to pay interest:

The Issuer covenants with the Trustee that it will, as and when the Notes of any Series or any
of them becomes due to be redeemed, or on such earlier as the same or any part thereof may
become  due  and  repayable  thereunder,  in  accordance  with  the  Conditions,  unconditionally
pay  or  procure to  be  paid  to  or  to  the  order  of  the  Trustee  in  the  relevant  currency  in
immediately  available  funds  the  principal  amount  in  respect  of  the  Notes  of  such  Series
becoming  due  for redemption  on  that  date  and  (except in the  case  of  Zero  Coupon  Notes)
shall in the meantime and until redemption in full of the Notes of such Series (both before and
after any judgment or other order of a court of competent jurisdiction) unconditionally pay or
procure to be paid to or to the order of the Trustee as aforesaid interest (which shall accrue
from  day  to  day)  on  the  nominal  amount  of  the  Notes  outstanding  of  such  Series  at  rates
and/or in amounts calculated from time to time in accordance with, or specified in, and on the
dates provided for in, the Conditions (subject to Clause 2(D)) PROVIDED THAT:

(i) every payment of principal or interest or other sum due in respect of the Notes made
to or to the order of the Agent in the manner provided in the Agency Agreement shall
be  in  satisfaction pro  tanto of  the  relative  covenant by  the  Issuer  in  this  Clause
contained in relation to the Notes of such Series except to the extent that there is a
default in the subsequent payment thereof in accordance with the Conditions to the
relevant Noteholders or Couponholders (as the case may be);

(ii) in the case of any payment of principal which is not made to the Trustee or the Agent
on or before the due date or on or after accelerated maturity following an Event of
Default, interest shall continue to accrue on the nominal amount of the relevant Notes
(except in the case of Zero Coupon Notes to which the provisions of Condition 6(i)
shall  apply)  (both  before  and  after  any  judgment  or  other  order  of  a  court  of
competent  jurisdiction)  at  the  rates  aforesaid  (or,  if  higher,  the  rate  of  interest  on
judgment debts for the time being provided by English law) up to and including the
date which the Trustee determines to be the date on and after which payment is to be
made in respect thereof as stated in a notice given to the holders of such Notes (such
date to be not later than 30 days after the day on which the whole of such principal
amount, together with an amount equal to the  interest which  has accrued  and is  to
accrue pursuant to this proviso up to and including that date, has been received by the
Trustee or the Agent); and

(iii) in any case where payment of the whole or any part of the principal amount of any
Note is improperly withheld or refused upon due presentation thereof (other than in
circumstances  contemplated  by  (ii)  above)  interest  shall accrue  on  the  nominal
amount  of  such  Note  (except  in  the  case  of  Zero  Coupon  Notes  to  which the
provisions of Condition 6(i) shall apply) payment of which has been so withheld or
refused (both before and after any judgment or other order of a court of competent
jurisdiction) at the rates aforesaid (or, if higher, the rate of interest on judgment debts
for  the  time  being  provided  by  English  law)  from  the  date  of  such  withholding  or
refusal  until  the  date  on  which,  upon  further  presentation  of  the  relevant  Note,
payment of the full amount (including interest as aforesaid) in the relevant currency
payable in respect of such Note is made or (if earlier) the seventh day after notice is
given  to  the  relevant  Noteholder(s)  (whether  individually  or  in  accordance  with
Condition  13)  that  the  full  amount  (including  interest  as  aforesaid)  in  the  relevant 





	
	
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currency in respect of such Note is available for payment, PROVIDED THAT, upon
further presentation thereof being duly made, such payment is made.

The  Trustee  will  hold  the  benefit  of  this  covenant  on  trust  for  the  Noteholders  and  the
Couponholders and itself in accordance with these presents.

(C) Trustee's requirements regarding Paying Agents etc:

At any time after an Event of Default or a Potential Event of Default shall have occurred or
the Notes of all or any Series shall otherwise have become due and repayable or the Trustee
shall  have  received  any  money  which  it  proposes  to  pay  under  Clause 9  to  the  relevant
Noteholders and/or Couponholders, the Trustee may:

(i) by notice in writing to the Issuer, the Agent and the other Paying Agents require the
Agent and the other Paying Agents pursuant to the Agency Agreement:

(a) to act thereafter as Agent and other Paying Agents respectively of the Trustee
in relation to payments to be made by or on behalf of the Trustee under the
terms of these presents mutatis mutandis on the terms provided in the Agency
Agreement (save that the Trustee's liability under any provisions thereof for
the indemnification, remuneration and payment of out-of-pocket expenses of
the Agent and the other Paying Agents shall be limited to the amounts for the
time being held by the Trustee on the trusts of these presents relating to the
Notes of the relevant Series and available for such purpose) and thereafter to
hold  all  Notes  and  Coupons  and  all  sums,  documents  and  records  held  by
them in respect of Notes and Coupons on behalf of the Trustee; or

(b) to  deliver  up  all  Notes  and  Coupons  and  all  sums,  documents  and  records
held by them in respect of Notes and Coupons to the Trustee or as the Trustee
shall direct in such notice PROVIDED THAT such notice shall be deemed
not to apply to any documents or records which the Agent or other Paying
Agent is obliged not to release by any law or regulation; and

(ii) by notice in writing to the Issuer require it to make all subsequent payments in respect
of the Notes and Coupons to or to the order of the Trustee and not to the Agent and
with effect from the issue of any such notice to the Issuer and  until such notice  is
withdrawn proviso (i) to sub-clause (B) of this Clause relating to the Notes shall cease
to have effect.

(D) If  the  Floating  Rate  Notes  of  any  Series  become  immediately  due  and  repayable  under
Condition 9 the rate and/or amount of interest payable in respect of them will be calculated by
the Agent or, as the case may be, the Calculation Agent at the same intervals as if such Notes
had  not become  due  and repayable, the first of which will commence  on the expiry of the
Interest Period during which the Notes of the relevant Series become so due and repayable
mutatis  mutandis in  accordance  with  the  provisions  of  Condition 4 except that  the  rates of
interest need not be published.

(E) Currency of payments:

All payments in respect of, under and in connection with these presents and the Notes of any
Series to the relevant Noteholders and Couponholders shall be made in the relevant currency.

(F) Further Notes:
 





	
	
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The Issuer shall be at liberty from time to time (but subject always to the provisions of these
presents) without the consent of the Noteholders or Couponholders to create and issue further
Notes having terms and conditions the same as the Notes of any Series (or the same in all
respects save for the amount and date of the first payment of interest thereon) and so that the
same shall be consolidated and form a single series with the outstanding Notes of a particular
Series.

(G) Separate Series:

The Notes of each Series shall form a separate Series of Notes and accordingly, unless for any
purpose the Trustee in its absolute discretion shall otherwise determine, the provisions of this
Clause and of Clauses 3 to 20 (both inclusive) and 21(B) and the Third Schedule shall apply
mutatis  mutandis separately  and  independently  to  the  Notes  of  each  Series  and  in  such
Clauses  and  Schedule  the  expressions  "Notes",  "Noteholders",  "Coupons",
"Couponholders", "Talons" and "Talonholders" shall be construed accordingly.

3. FORMS OF THE NOTES
(A) Global Notes:

(i) The Notes of each Tranche will initially be represented by either a single Temporary
Global Note or a single Permanent Global Note, as indicated in the applicable Pricing
Supplement.  Each Temporary Global Note shall be exchangeable, upon a request as
described therein, for either Definitive Notes together with (except in the case of Zero
Coupon  Notes)  Coupons  and,  where  applicable,  Talons  attached,  or  a  Permanent
Global  Note  in  each  case  in  accordance  with  the  provisions  of  such  Temporary
Global  Note.    Each  Permanent  Global  Note  shall  be  exchangeable  for  Definitive
Notes together with (except in the case of Zero Coupon Notes) Coupons and, where
applicable,  Talons  attached,  in  accordance  with  the  provisions  of  such  Permanent
Global  Note.    All  Global  Notes  shall  be  prepared,  completed  and  delivered  to  a
common depositary for Euroclear and Clearstream, Luxembourg in accordance with
the provisions of the Programme Agreement or to another appropriate depositary in
accordance with any other agreement between the Issuer and the relevant Dealer(s)
and, in each case, the Agency Agreement.

(ii) Each Temporary Global Note shall be printed or typed in the form or substantially in
the  form  set  out  in  Part  I  of  the  Second  Schedule  and  may  be  a  facsimile.    Each
Temporary Global Note shall have annexed thereto a copy of the applicable Pricing
Supplement and shall be signed manually or in facsimile by a person duly authorised
by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the
Agent.    Each  Temporary  Global  Note  so  executed  and  authenticated  shall  be  a
binding and valid obligation of the Issuer and title thereto shall pass by delivery.

(iii) Each Permanent Global Note shall be printed or typed in the form or substantially in
the  form  set  out  in  Part  II  of  the  Second  Schedule  and  may  be  a  facsimile.    Each
Permanent Global Note shall have annexed thereto a copy of the applicable Pricing
Supplement and shall be signed manually or in facsimile by a person duly authorised
by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the
Agent.  Each Permanent Global Note so executed and authenticated shall be a binding
and valid obligation of the Issuer and title thereto shall pass by delivery.
 





	
	
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(B) Definitive Notes:

(i) The Definitive Notes, the Coupons and the Talons shall be to bearer in the respective
forms  or  substantially  in  the  respective  forms  set  out  in  Parts  III,  IV and V,
respectively,  of  the  Second  Schedule.  The  Definitive  Notes,  the  Coupons  and  the
Talons shall be serially numbered and, if listed or quoted, shall be security printed in
accordance  with  the  requirements  (if  any)  from  time  to  time  of  the  relevant  Stock
Exchange  and  the  relevant  Conditions  may  be  incorporated  by  reference  into  such
Definitive Notes unless not so permitted by the relevant Stock Exchange (if any), or
the  Definitive  Notes  shall  be  endorsed  with  or  have  attached  thereto  the  relevant
Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon
or  attached  thereto  a  copy  of  the  applicable Pricing  Supplement (or  the  relevant
provisions thereof).  Title to the Definitive Notes, the Coupons and the Talons shall
pass by delivery.

(ii) The  Definitive  Notes  shall  be  signed  manually  or  in  facsimile  by  a  person  duly
authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on
behalf  of  the  Agent.    The  Definitive  Notes  so  executed  and  authenticated,  and  the
Coupons  and  Talons,  upon  execution  and  authentication  of  the  relevant  Definitive
Notes,  shall  be  binding  and  valid  obligations  of  the  Issuer. The  Coupons  and  the
Talons shall not be signed.  No Definitive Note and none of the Coupons or Talons
appertaining to such Definitive Note shall be binding or valid until such Definitive
Note shall have been executed and authenticated as aforesaid.

(C) Facsimile signatures:

The Issuer may use the facsimile signature of any person who at the date such signature is
affixed to a Note is duly authorised by the Issuer notwithstanding that at the time of issue of
any of the  Notes he  may  have  ceased for any reason to be the  holder of such office or so
authorised.

(D) Persons to be treated as Noteholders:

Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, the
Trustee, the Agent and the other Paying Agents (notwithstanding any notice to the contrary
and whether or not it is overdue and notwithstanding any notation of ownership or writing
thereon or notice of any previous loss or theft thereof) may (i) (a) for the purpose of making
payment  thereon  or  on  account  thereof  deem  and  treat  the  bearer  of  any  Global  Note,
Definitive Note, Coupon or Talon as the absolute owner thereof and of all rights thereunder
free from all encumbrances, and shall not be required to obtain proof of such ownership or as
to the identity of the bearer and (ii) for all other purposes deem and treat:

(a) the bearer of any Definitive Note, Coupon or Talon; and

(b) each  person  for  the  time  being  shown  in  the  records  of  Euroclear  or  Clearstream,
Luxembourg or such other additional or alternative clearing system approved by the
Issuer, the Trustee  and  the Agent, as having a  particular nominal amount of Notes
credited to his securities account,

as the absolute owner thereof free from all encumbrances and shall not be required to obtain
proof of such ownership (other than, in the case of any person for the time being so shown in
such  records,  a  certificate  or  letter  of  confirmation  signed  on  behalf  of  Euroclear  or 





	
	
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Clearstream,  Luxembourg  or  any  other  form  of  record  made  by  any  of  them)  or  as  to  the
identity of the bearer of any Global Note, Definitive Note, Coupon or Talon.

(E) Certificates of Euroclear, Clearstream, Luxembourg:

The Issuer and the Trustee may call for and, except in the case of manifest error, shall be at
liberty to accept and place full reliance on as sufficient evidence thereof a certificate or letter
of confirmation issued on behalf of Euroclear, or Clearstream, Luxembourg or any form of
record  made  by  any  of  them  or  such  other  form  of  evidence  and/or  information  and/or
certification as it shall, in its absolute discretion, think fit to the effect that at any particular
time or throughout any particular period any particular person is, was, or will be, shown in its
records as the holder of a particular nominal amount of Notes represented by a Global Note
and, if it does so rely, such letter of confirmation, form of record, evidence, information or
certification shall be conclusive and binding on all concerned.

4. FEES, DUTIES AND TAXES
The Issuer  will  pay  any  stamp,  issue,  registration,  documentary  and  other  fees,  duties  and
taxes, including interest and penalties, payable on or in connection with (i) the execution and
delivery  of  these  presents,  (ii) the  constitution  and  original  issue  of  the  Notes  and  the
Coupons and (iii) any action taken by or on behalf of the Trustee or (where permitted under
these presents so to do) any Noteholder or Couponholder to enforce, or to resolve any doubt
concerning, or for any other purpose in relation to, these presents.

5. COVENANT OF COMPLIANCE
The Issuer covenants with the Trustee that it will comply with and perform and observe all the
provisions of these presents which are expressed to be binding on it. The Conditions shall be
binding on the Issuer, the Noteholders and the Couponholders. The Trustee shall be entitled to
enforce the obligations of the Issuer under the Notes and the Coupons as if the same were set
out and contained in this Trust Deed, which shall be read and construed as one document with
the Notes and the Coupons.  The Trustee shall hold the benefit of this covenant upon trust for
itself  and  the  Noteholders  and  the  Couponholders  according  to  its  and  their  respective
interests.

6. CANCELLATION OF NOTES AND RECORDS
(A) The Issuer shall procure that all Notes issued by it (i) redeemed or (ii) purchased by or on
behalf of the Issuer or any Subsidiary of the Issuer or (iii) which, being mutilated or defaced,
have been surrendered and replaced pursuant to Condition 10 (together in each case, in the
case  of  Definitive  Notes,  with  all  unmatured  Coupons  and Talons  attached  thereto  or
delivered  therewith),  and  all  Coupons  paid  in  accordance  with  the  relevant  Conditions  or
which,  being  mutilated  or  defaced,  have  been  surrendered  and  replaced  pursuant  to
Condition 10,  shall  forthwith  be  cancelled  by  or  on  behalf  of  the  Issuer  and  a  certificate
stating:

(a) the aggregate principal amount of Notes which have been redeemed and the aggregate
amounts in respect of and Coupons which have been paid;

(b) the serial numbers of such Notes in definitive form;

(c) the total numbers (where applicable, of each denomination) by maturity date of such
Coupons;
 





	
	
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(d) the aggregate amount of interest paid (and the due dates of such payments) on Global
Notes;

(e) the aggregate nominal amount of Notes (if any) which have been purchased by or on
behalf  of  the  Issuer  or  any  Subsidiary  of  the  Issuer  and  cancelled  and  the  serial
numbers  of such Notes in definitive  form and,  in the case of Definitive  Notes, the
total  number  (where  applicable,  of  each  denomination)  by  maturity  date  of  the
Coupons and Talons attached thereto or surrendered therewith;

(f) the  aggregate  nominal  amounts  of  Notes  and  the  aggregate  amounts  in  respect  of
Coupons which have been so surrendered and replaced and the serial numbers of such
Notes  in  definitive  form and  the  total  number  (where  applicable,  of  each
denomination) by maturity date of such Coupons and Talons;

(g) the  total  number  (where  applicable,  of  each  denomination) by  maturity  date  of  the
unmatured  Coupons  missing  from  Definitive  Notes  bearing  interest  at  a  fixed  rate
which have been redeemed or surrendered and replaced and the serial numbers of the
Definitive Notes to which such missing unmatured Coupons appertained; and

(h) the total number (where applicable, of each denomination) by maturity date of Talons
which have been exchanged for further Coupons

shall be given to the Trustee by or on behalf of the Issuer as soon as possible and in any event
within  four  months  after  the  date  of  such  redemption,  purchase,  payment,  exchange  or
replacement  (as the  case  may  be).  The  Trustee  may  accept  such  certificate  as  conclusive
evidence  of  redemption,  purchase  or  replacement pro  tanto of  the  Notes  or  payment  of
interest  thereon  or  exchange  of  the  relative  Talons  respectively  and  of  cancellation  of  the
relative Notes and Coupons.

(B) The Issuer shall procure (i) that the Agent shall keep a full and complete record of all Notes,
Coupons  and  Talons  issued  by  it  (other  than  serial  numbers  of  Coupons)  and  of  their
redemption  or  purchase  by  or  on  behalf  of  the  Issuer  or  any  Subsidiary  of  the  Issuer,  any
cancellation or any payment (as the case may be) and of all replacement notes, coupons or
talons issued in substitution for lost, stolen, mutilated, defaced or destroyed Notes, Coupons
or Talons, (ii) that the Agent shall in respect of the Coupons of each maturity retain (in the
case of Coupons other than Talons) until the expiry of 10 years from the Relevant Date in
respect of such Coupons and (in the case of Talons indefinitely) either all paid or exchanged
Coupons  of  that  maturity  or  a  list  of  the  serial  numbers  of  Coupons  of  that  maturity  still
remaining unpaid or unexchanged and (iii) that such records and Coupons (if any) shall be
made available to the Trustee at all reasonable times.

7. NON-PAYMENT
 Proof that as regards any specified Note or Coupon the Issuer has made default in paying any
amount  due  in  respect  of  such  Note  or  Coupon  shall  (unless  the  contrary  be  proved)  be
sufficient evidence that the same default has been made as regards all other Notes or Coupons
(as the case may be) in respect of which the relevant amount is due and payable.

8. PROCEEDINGS, ACTION AND INDEMNIFICATION
(A) The Trustee shall not be bound to take any action or proceedings mentioned in Condition 9 or
any other action in relation to these presents unless respectively directed or requested to do so
(i) by an Extraordinary Resolution or (ii) in writing by the holders of at least one-quarter in
aggregate nominal amount of the Notes then outstanding and in either case then only if it shall
be indemnified and/or secured and/or pre-funded to its satisfaction against all Liabilities to
which it may thereby render itself liable or which it may incur by so doing.  





	
	
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(B) Only  the  Trustee  may  enforce  the  provisions  of  these  presents.  No  Noteholder  or
Couponholder  shall  be  entitled  to  proceed  directly  against  the  Issuer  to  enforce  the
performance  of  any  of  the  provisions  of  these  presents  unless  the  Trustee  having  become
bound  as  aforesaid  to  take  proceedings  fails  to  do  so  within  a  reasonable  period  and  such
failure is continuing.

9. APPLICATION OF MONEYS
All moneys  received  by  the  Trustee  under  these  presents  from  the  Issuer  (including  any
moneys  which  represent  principal  or  interest  in  respect  of  Notes  or  Coupons  which  have
become void or in respect of which claims have become prescribed under Condition 8) shall,
unless and to the extent attributable, in the opinion of the Trustee, to a particular Series of the
Notes,  be  apportioned pari  passu and  rateably  between  each  Series  of  the  Notes, and  all
moneys received by the Trustee under these presents from the Issuer to the extent attributable
in the opinion of the Trustee to a particular Series of the Notes or which are apportioned to
such  Series  as  aforesaid,  be  held  by  the  Trustee  upon  trust  to  apply  them  (subject  to
Clause 11):

FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 14 and/or
15(J) to the Trustee and/or any Appointee;

SECONDLY in or towards payment pari passu and rateably of all principal and interest then
due and unpaid in respect of the Notes of that Series;

THIRDLY in or towards payment pari passu and rateably of all principal and interest then
due and unpaid in respect of the Notes of each other Series; and

FOURTHLY in payment of the balance (if any) to the Issuer (without prejudice to, or liability
in respect of, any question as to how such payment to the Issuer shall be dealt with as between
the Issuer and any other person).

Without prejudice to this Clause 9, if the Trustee holds any moneys which represent principal
or interest in respect of Notes which have become void or in respect of which claims have
been prescribed under Condition 8, the Trustee will hold such moneys on the above trusts.

10. NOTICE OF PAYMENTS
The Trustee shall give notice to the relevant Noteholders in accordance with Condition 13 of
the  day  fixed  for  any  payment  to  them  under  Clause 9.  Such  payment  may  be  made  in
accordance  with  Condition  5  and  any  payment  so  made  shall  be  a  good  discharge  to  the
Trustee.

11. INVESTMENT BY TRUSTEE
(A) If the amount of the moneys at any time available for payment in respect of the Notes under
Clause 9 is less than 10 per cent of the nominal amount of the Notes then outstanding, the
Trustee may, at its discretion, accumulate such moneys amount to at least 10 per cent of the
nominal  amount  of  the  Notes  then  outstanding  whereupon  such  accumulations  (after
deduction of, or provision for, any applicable taxes) shall be applied as specified in Clause 9.
For the avoidance of doubt, the Trustee shall in no circumstances have any discretion to invest
any moneys referred to in this Clause 11 in any investments or other assets.

(B) The Trustee may deposit moneys in respect of the Notes in its name or under its control in an
account  at  such  bank  or  other  financial  institution  as  the  Trustee  may,  in  its  absolute
discretion, think fit (and for the avoidance of doubt, the Trustee shall not be required to obtain 





	
	
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best rates, be responsible for any loss occasioned by such deposit or exercise any other form
of investment discretion with regards to such deposits). If that bank or financial institution is
the Trustee or a subsidiary, holding or associated company of the Trustee, the Trustee need
only account for an amount of interest equal to the amount of interest which would, at then
current rates, be payable by it on such a deposit to an independent customer.

(C) The parties acknowledge and agree that in the event that any deposits in respect of the Notes
are held by a bank or a financial institution in the name or under the control of the Trustee and
the interest rate in respect of certain currencies is a negative value such that the application
thereof  would  result  in  amounts  being  debited  from  funds  held  by  such  bank  or  financial
institution (“negative interest”), the Trustee shall not be liable to make up any shortfall or be
liable for any loss.

12. PARTIAL PAYMENTS
Upon any payment under Clause 9 (other than payment in full against surrender of a Note or
Coupon) the Note or Coupon in respect of which such payment is made shall be produced to
the Trustee, the Paying Agent by or through whom such payment is  made and the Trustee
shall or shall cause such Paying Agent to enface thereon a memorandum of the amount and
the date of payment but the Trustee may in any particular case dispense with such production
and enfacement upon such indemnity being given as it shall think sufficient.

13. COVENANTS BY THE ISSUER
The Issuer covenants with the Trustee that, so long as any of the Notes remains outstanding
(or, in the case of paragraphs (viii), (ix), (xiii), (xiv), (xvi) and (xviii) so long as any of such
Notes or the relative Coupons remains liable to prescription or, in the case of paragraph (xv),
until the expiry of a period of 30 days after the Relevant Date in respect of the payment of
principal in respect of all such Notes remaining outstanding at such time) it shall:

(i) at all times carry on and conduct its affairs and procure its Subsidiaries to carry on
and conduct their respective affairs in a proper and efficient manner;

(ii) give or procure to be given to the Trustee such opinions, certificates and information
as it shall require and in such form as it shall require (including without limitation the
procurement  of  all  such  certificates  called  for by  the  Trustee  pursuant  to
Clause 15(C))  for  the  purpose  of  the  discharge  or  exercise  of  the  duties,  trusts,
powers, authorities and discretions vested in it under these presents or by operation of
law;

(iii) cause  to  be  prepared  and  certified  by  its  Auditors  in  respect  of  each  financial
accounting period accounts in such form as will comply with all relevant legal and
accounting requirements and all requirements for the time being of the relevant Stock
Exchange;

(iv) at all times keep and procure its Subsidiaries to keep proper books of account and, at
any time after the occurrence of an Event of Default or a Potential Event of Default or
if the Trustee has reasonable grounds to believe that any such event has occurred or is
about  to  occur,  so  far  as permitted  by  applicable  law,  allow,  and  procure  that  any
Subsidiary shall allow, the Trustee and any person appointed by the Trustee to whom
the Issuer or the relevant Subsidiary shall have no reasonable objection, free access to
such books of account at all reasonable times during normal business hours;

(v) send to the Trustee (in addition to any copies to which it may be entitled as a holder
of any securities of the Issuer) two copies in English of every balance sheet, profit
and  loss  account,  report,  circular  and  notice  of  general  meeting  and  every  other 





	
	
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document issued or sent to its shareholders together with any of the foregoing, and
every  document  issued  or  sent  to  holders  of  securities  other  than  its  shareholders
(including  the  Noteholders)  as  soon as  practicable  after  the  issue  or  publication
thereof;

(vi) forthwith give  notice in writing to the Trustee of the coming into existence  of any
Security Interest (as defined in Condition 3) which would require any security to be
given  to  the  Notes  pursuant  to  Condition  3  or  of  the  occurrence  of  any  Event  of
Default, Potential Event of Default, Change of Control, Step Up Rating Change, Step
Down Rating Change or Put Event and without waiting for the trustee to take further
action;

(vii) give  to the Trustee (a) within seven  days  after demand  by the Trustee  therefor and
(b) (without the necessity for any such demand) promptly after the publication of its
audited accounts in respect of each financial year commencing with the financial year
ending 31 December 2005 and in any event not later than 180 days after the end of
each such financial year a certificate signed by two of its Directors to the effect that
as at a date not more than seven days before delivering such certificate (the "relevant
certification date")  there  did  not  exist  and  had  not  existed  since  the  relevant
certification date of the previous certificate (or, in the case of the first such certificate,
the date hereof) any Event of Default or any Potential Event of Default (or if such
exists or existed specifying the same) and that during the period from and including
the relevant certification date of the last such certificate (or, in the case of the first
such  certificate,  the  date  hereof)  to  and  including  the  relevant  certification  date  of
such certificate that it has complied with all its obligations contained in these presents
or (if such is not the case) specifying the respects in which it has not complied;

(viii) at  all  times  execute  and  do  all  such  further  documents,  acts  and  things  as  may  be
necessary  at  any  time  or  times  in  the  opinion  of  the  Trustee  for  the  purpose  of
discharging its functions under, or giving effect to, these presents;

(ix) at  all  times  maintain  an  Agent  and  other  Paying  Agents  in  accordance  with  the
Conditions;

(x) procure the Agent to notify the Trustee forthwith in the event that it does not, on or
before  the  due  date  for any  payment  in respect  of  the  Notes  or  any  of  the  relative
Coupons, receive unconditionally pursuant to the Agency Agreement payment of the
full amount in the requisite currency of the moneys payable on such due date on all
such Notes or Coupons as the case may be;

(xi) in the event of the unconditional payment to the Agent or the Trustee of any sum due
in respect of the Notes or any of them or any of the relative Coupons being made after
the due date for payment thereof forthwith give or procure to be given notice to the
relevant  Noteholders  in  accordance  with  Condition 13  that  such  payment  has  been
made;

(xii) use  its  reasonable  endeavours to  maintain  the  quotation  or  listing  on  the  relevant
Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock
Exchange or, if it is unable to do so having used such endeavours, use its reasonable
endeavours to obtain and maintain a quotation or listing of such Notes on such other
stock exchange or exchanges or securities market or markets as the Issuer may (with
the prior written approval of the Trustee) decide and also upon obtaining a quotation
or listing of such Notes issued by it on such other stock exchange or exchanges or
securities market or markets enter into a trust deed supplemental to this Trust Deed to
effect such consequential amendments to these presents as the Trustee may require or 





	
	
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as shall be requisite to comply with the requirements of any such stock exchange or
securities market;

(xiii) give notice to the Noteholders in accordance with Condition 13 of any appointment,
resignation or removal of any Agent, Calculation Agent or other Paying Agent (other
than  the  appointment  of  the  initial  Agent,  Calculation  Agent  and  other  Paying
Agents) after having obtained the prior written approval of the Trustee thereto or any
change of any Paying Agent's specified office and (except as provided by the Agency
Agreement  or  the  Conditions)  at  least  30 days  prior  to  such  event  taking  effect;
PROVIDED ALWAYS THAT so long as any of the Notes remains outstanding in the
case of the termination of the appointment of the Calculation Agent or so long as any
of the Notes or Coupons remains liable to prescription in the case of the termination
of  the  appointment  of  the  Agent  no  such  termination  shall  take  effect  until  a  new
Agent  or  Calculation  Agent  (as  the  case  may  be)  has  been  appointed  on  terms
previously approved in writing by the Trustee;

(xiv) obtain the prior written approval of the Trustee to, and promptly give to the Trustee
two copies of, the form of every notice given to the Noteholders in accordance with
Condition 13 (such approval, unless so expressed, not to constitute approval of any
such notice for the purposes of Section 21 of the Financial Services and Markets Act
2000  (the  "FSMA")  of  a  communication  within  the  meaning  of  Section  21  of  the
FSMA);

(xv) if payments by the Issuer of principal or interest in respect of the Notes or relative
Coupons shall become subject generally to the taxing jurisdiction of any territory or
any  political  sub-division  or  any  authority  therein  or  thereof  having  power  to  tax
other than or in addition to the United Kingdom or any political sub-division or any
authority therein or thereof having power to tax, immediately upon becoming aware
thereof  notify  the  Trustee  of  such  event  and  (unless  the  Trustee  otherwise  agrees)
enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee
an undertaking or covenant in form and manner satisfactory to the Trustee in terms
corresponding to the  terms  of Condition 7 with the  substitution for (or, as the case
may be, the addition to) the references therein to the United Kingdom or any political
sub-division  thereof  or  any  authority  therein  or  thereof  having  power  to  tax  of
references to that other or additional territory or any political sub-division thereof or
any authority therein or thereof having power to tax to whose taxing jurisdiction such
payments  shall  have  become  subject  as  aforesaid;  such  trust  deed  also  (where
applicable) to modify Condition 6(b) so that such Condition shall make reference to
the other or additional territory, any political sub-division thereof and any authority
therein or thereof having power to tax;

(xvi) comply with and perform all its obligations under the Agency Agreement and use its
reasonable endeavours to procure that the Agent and the other Paying Agents comply
with and perform all their respective obligations thereunder and any notice given by
the Trustee pursuant to Clause 2(C)(i) and not make any amendment or modification
to such Agreement without the prior written approval of the Trustee;

(xvii) in order to enable the Trustee to ascertain the nominal amount of the Notes of each
Series for the time being outstanding for any of the purposes referred to in the proviso
to  the  definition  of  "outstanding"  in  Clause 1,  deliver  to  the  Trustee  as  soon  as
practicable upon being so requested in writing by the Trustee a certificate in writing
signed  by two of its  Directors, setting out the  total number and  aggregate  nominal
amount of the Notes of each Series issued which:
 





	
	
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(a) up to and including the date of such certificate have been purchased by the
Issuer, any Subsidiary of the Issuer, any holding company of the Issuer or any
Subsidiary of such holding company and cancelled; and

(b) are at the date of such certificate held by, for the benefit of, or on behalf of,
the Issuer, any Subsidiary of the Issuer, any holding company of the Issuer or
any Subsidiary of such holding company;

(xviii) procure its Subsidiaries to comply with all applicable provisions of Condition 6(g);

(xix) procure that each of the Paying Agents makes available for inspection by Noteholders
and  Couponholders  at  its  specified  office  copies  of  these  presents,  the  Agency
Agreement  and  the  then  latest  audited  balance  sheet  and  profit  and  loss  account
(consolidated if applicable) of the Issuer;

(xx) if, in accordance with the provisions of the Conditions, interest in respect of the Notes
becomes payable at the specified office of any Paying Agent in the United States of
America promptly give notice thereof to the relative Noteholders in accordance with
Condition 13;

(xxi) give  prior notice  to the  Trustee  of  any  proposed  redemption  pursuant  to  Condition
6(b) or 6(c) and, if it shall have  given  notice  to the Noteholders  of its intention to
redeem  any  Notes  pursuant  to  Condition  6(c),  duly  proceed  to  make  drawings  (if
appropriate) and to redeem Notes accordingly;

(xxii) promptly  provide  the  Trustee  with  copies  of  all  supplements  and/or  amendments
and/or restatements of the Programme Agreement;

(xxiii) give  to  the  Trustee  at  the  same  time  as  sending  to  it  the  certificates  referred  to  in
paragraph (vii) above, a certificate signed by two Directors of the Issuer addressed to
the  Trustee  (with  a  form  and  content  satisfactory  to  the  Trustee)  listing  those
Subsidiaries of the Issuer which as at the last day of the most recently ended financial
year of the Issuer were Principal Subsidiaries for the purposes of Condition 9;

(xxiv) give to the Trustee, as soon as reasonably practicable after the acquisition or disposal
of any company which thereby becomes or ceases to be a Principal Subsidiary or after
any  transfer  is  made  to  any  Subsidiary  of  the  Issuer  which  thereby  becomes  a
Principal  Subsidiary  or  after  any  Subsidiary  becomes  or  ceases  to  be  a  Principal
Subsidiary  by  virtue  of  paragraph  (d)  of  the  definition  of  Principal Subsidiary,  a
certificate by two Directors or one Director and the Company Secretary of the Issuer
addressed to the Trustee (with a form and content satisfactory to the Trustee) to such
effect;

(xxv)  notify the Trustee of any change to the rating of the Notes or the Issuer;

(xxvi) upon  due  surrender  in  accordance  with  the  Conditions,  pay  the  face  value  of  all
Coupons (including Coupons issued in exchange for Talons) appertaining to all Notes
purchased by the Issuer or any Subsidiary of the Issuer;

(xxvii) use  its  reasonable  endeavours  to  procure  that  Euroclear  and/or  Clearstream,
Luxembourg (as the case may be) issue(s) any certificate or other document requested
by the Trustee under Clause 3(F) as soon as practicable after such request; and

(xxviii)  the Issuer shall, within ten London Business Days of a written request by the Trustee,
supply to the Trustee such forms, documentation and other information relating to it,
its operations, or the Notes as the Trustee reasonably requests for the purposes of the 





	
	
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Trustee's  compliance  with  Applicable Law  and  shall  notify  the Trustee reasonably
promptly in the event that it becomes aware that any of the forms, documentation or
other information provided by the Issuer is (or becomes) inaccurate in any material
respect;  provided,  however,  the  Issuer  shall  not  be  required  to  provide  any  forms,
documentation or other information pursuant to this Clause to the extent that: (i) any
such  form,  documentation  or  other  information  (or  the  information  required  to  be
provided on such form or documentation) is not reasonably available to the Issuer and
cannot be obtained by the Issuer using reasonable efforts; or (ii) doing so would or
might  in the  reasonable  opinion  of  the  Issuer  constitute  a  breach  of  any:  (a)
Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.


14. REMUNERATION AND INDEMNIFICATION OF TRUSTEE
(A) The Issuer shall pay to the Trustee, by way of remuneration for its services as trustee of these
presents, such amount as shall be agreed from time to time by exchange of letters between the
Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in
priority to payments to Noteholders and Couponholders) up to and including the date when,
all the Notes having become due for redemption, the redemption moneys and interest thereon
to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if
upon due presentation of any Note or Coupon or any cheque payment of the moneys due in
respect thereof is improperly withheld or refused, remuneration will be deemed not to have
ceased  to  accrue  and  will  continue  to  accrue  until  payment  to  such  Noteholder  or
Couponholder is duly made.

(B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the
Trustee considering it expedient or necessary or being requested by the Issuer to undertake
duties  which  the  Trustee  and  the  Issuer  agree  to  be  of  an  exceptional  nature  or  otherwise
outside the scope of the normal duties of the Trustee under these presents the Issuer shall pay
to the Trustee such additional remuneration as shall be agreed between them.

(C) The Issuer shall in addition pay to the Trustee an amount equal to the amount of any value
added tax or similar tax chargeable in respect of its remuneration under these presents.

(D) In the event of the Trustee and the Issuer failing to agree:

(1) (in  a  case  to  which  sub-clause (A)  above  applies)  upon  the  amount  of  the
remuneration; or

(2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of
an  exceptional  nature  or  otherwise  outside  the  scope  of  the  normal  duties  of  the
Trustee under these presents, or upon such additional remuneration,

such matters shall be determined by a person (acting as an expert and not as an arbitrator)
selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on
the  application  of  the  Trustee)  by  the  President  for  the  time  being  of  The  Law  Society  of
England and Wales (the expenses involved in such nomination and the fees of such person
being  payable  by  the  Issuer)  and  the  determination  of  any  such person shall  be  final  and
binding upon the Trustee and the Issuer.

(E) The  Issuer  shall  also  pay  or  discharge  all  Liabilities and  fees incurred  by  the  Trustee  in
relation to the preparation and execution of the exercise of its powers and the performance of
its  duties  under,  and  in  any  other  manner  in  relation  to,  these  presents and  the  Agency
Agreement,  including  but  not  limited  to  reasonable legal  and travelling  expenses  and  any
stamp,  issue,  registration,  documentary  and  other  taxes  or  duties  paid  or  payable  by  the
Trustee in connection with any action taken by or on behalf of the Trustee for enforcing, or 





	
	
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resolving any doubt concerning, or for any other purpose in relation to, these presents and the
Agency Agreement.

(F) All  amounts  payable  pursuant  to  sub-clause (E)  above  and/or  Clause 15(J)  shall  be
payable by the Issuer on the date specified in a demand by the Trustee and shall carry
interest  at a  rate  equal  to  the Trustee’s  costs  of  funds  at  such  time from  the  date
specified in such demand or, in the case of payments made by the Trustee prior to
such demand, from the date on which the Trustee made such payment and in all other
cases  shall  (if  not  paid  on  the  date  specified  in  such  demand  or if the  Trustee  so
requires) carry interest at such rate from the date specified in such demand or, in the
case of payments made by the Trustee prior to such demand, from the date on which
the Trustee made such payment. All remuneration payable to the Trustee shall carry
interest at such rate from the due date therefor.
(G) Unless otherwise specifically stated in any discharge of these presents the provisions of this
Clause and Clause 15(J) shall continue in full force and effect in relation to the period during
which the Trustee was trustee of these presents notwithstanding such discharge.

(H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series
of Notes any Liabilities incurred under these presents have been incurred or to allocate any
such Liabilities between the Notes of any Series.

15. SUPPLEMENT TO TRUSTEE ACTS
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the
trusts constituted by these presents. Where there are any inconsistencies between the Trustee
Acts and the provisions of these presents, the provisions of these presents shall, to the extent
allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000,
the provisions of these presents shall constitute a restriction or exclusion for the purposes of
that Act.

The Trustee shall have all the powers conferred upon trustees by the Trustee Acts and by way
of supplement thereto it is expressly declared as follows:

(A) The Trustee may in relation to these presents act on the advice or opinion of or report
or any  information  obtained  from  any  lawyer,  valuer,  accountant (including  the
Auditors), surveyor, banker, broker, auctioneer or other expert whether obtained by
the Issuer, the Trustee or otherwise whether or not addressed to the Trustee, or any
engagement letter or other related document, which contains a monetary or other limit
on  liability  or  limits  the  scope  and/or  basis  of  such  advice,  opinion,  report or
information and shall not be responsible for any Liability occasioned by so acting.

(B) Any  such  advice,  opinion  or  information  may  be  sent  or  obtained  by  letter,  telex,
telegram, facsimile transmission, electronic mail or cable and the Trustee shall not be
liable for acting on any advice, opinion or information purporting to be conveyed by
any  such  letter,  telex,  telegram,  facsimile  transmission,  electronic  mail or  cable
although the same shall contain some error or shall not be authentic.

(C) The Trustee may call for and shall be at liberty to accept as sufficient evidence of any
fact or matter or the expediency of any transaction or thing a certificate signed by two
of the Directors of the Issuer or two authorised signatories of any other party and the
Trustee  shall  not  be  bound  in  any  such  case  to  call  for  further  evidence  or  be
responsible for any Liability that may be occasioned by it or any other person acting
on such certificate.

(D) The Trustee shall be at liberty to hold these presents and any other documents relating
thereto  or  to  deposit  them  in  any  part  of  the  world  with  any  banker  or  banking 





	
	
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company  or  company  whose  business  includes  undertaking  the  safe  custody  of
documents  or  lawyer  or  firm  of  lawyers  considered  by  the  Trustee  to  be  of  good
repute and the Trustee shall not be responsible for or required to insure against any
Liability  incurred  in connection  with  any  such  holding  or  deposit  and  may  pay  all
sums required to be paid on account of or in respect of any such deposit.

(E) The Trustee shall not be responsible for the receipt or application of the proceeds of
the  issue  of  any  of  the  Notes  by  the  Issuer,  the  exchange  of  any  Global  Note  for
another  Global  Note  or  Definitive  Notes  or  the  delivery  of  any  Global  Note  or
Definitive Notes to the person(s) entitled to it or them.

(F) The Trustee shall not be bound to give notice to any person of the execution of any
documents comprised or referred to in these presents or to take any steps to ascertain
whether any Event of Default, Potential Event of Default, Change of Control, Step Up
Rating  Change,  Step  Down  Rating  Change or  Put  Event has  occurred  and,  until  it
shall  have  actual  knowledge  or  express  notice  pursuant  to  these  presents  to  the
contrary, the Trustee shall be entitled to assume that no Event of Default, Potential
Event  of  Default,  Change  of  Control,  Step  Up  Rating  Change,  Step  Down  Rating
Change or Put Event has occurred and that the Issuer is observing and performing all
its obligations under these presents.

(G) Save  as expressly  otherwise  provided  in  these  presents,  the  Trustee  shall  have
absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts,
powers, authorities and discretions under these presents (the exercise or non-exercise
of which as between the Trustee and the Noteholders and the Couponholders shall be
conclusive and binding on the Noteholders and the Couponholders) and shall not be
responsible for any Liability which may result from their exercise or non-exercise.

(H) The  Trustee shall  not  be  liable  to  any  person  by  reason  of  having  acted  upon  any
Extraordinary  Resolution  in  writing  or  any  Extraordinary  Resolution  or  other
resolution purporting to have been passed at any meeting of the holders of Notes of
all  or  any  Series  in  respect  whereof  minutes  have  been  made  and  signed  or  any
direction  or  request  of  the  holders  of  the  Notes  of  all  or  any  Series  even  though
subsequent to its acting it may be found that there was some defect in the constitution
of  the  meeting  or  the  passing  of  the  resolution,  (in  the  case  of  an  Extraordinary
Resolution  in  writing)  that  not  all  such  holders  had  signed  the  Extraordinary
Resolution or (in the case of a direction or request) it was not signed by the requisite
number of holders) or that for any reason the resolution, direction or request was not
valid or binding upon such holders and the relative Couponholders.

(I) The Trustee shall not be liable to any person by reason of having accepted as valid or
not  having  rejected  any  Note  or  Coupon  purporting to  be  such  and  subsequently
found to be forged or not authentic.

(J) Without prejudice to the right of indemnity by law given to trustees, the Issuer shall
indemnify the Trustee and every Appointee and keep it or him indemnified against all
Liabilities to which it or he may be or become subject or which may be incurred by it
or  him in  the  negotiation  and  preparation  of  these  presents  and  the  Agency
Agreement  and in the  execution or purported  execution of any of its  or his duties,
rights, trusts, powers, authorities and discretions under these presents and the Agency
Agreement or its  or his functions under any such appointment or in respect of any
other matter or thing done or omitted in any way relating to these presents or any such
appointment (including, without  limitation,  Liabilities  incurred  in  disputing  or
defending any of the foregoing).
 





	
	
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(K) Any consent or approval given by the Trustee for the purposes of these presents may
be given on such terms and subject to such conditions (if any) as the Trustee thinks fit
and  notwithstanding  anything  to  the  contrary  in  these  presents  may  be  given
retrospectively.

(L) The  Trustee  shall  not  (unless  and  to  the  extent  ordered  so  to  do  by  a  court  of
competent jurisdiction)  be  required  to  disclose to any  Noteholder or  Couponholder
any information (including, without limitation, information of a confidential, financial
or  price  sensitive  nature)  made  available  to  the  Trustee  by  the  Issuer  or  any  other
person  in  connection  with  these  presents  and  no  Holder  or  Couponholder  shall  be
entitled to take any action to obtain from the Trustee any such information.

(M) Where it is necessary or desirable for any purpose in connection with these presents
to convert any sum from one currency to another it shall (unless otherwise provided
by these presents or required by law) be converted at such rate or rates, in accordance
with such method and as at such date for the determination of such rate of exchange,
as may be agreed by the Trustee in consultation with the Issuer and any rate, method
and  date  so  agreed  shall  be  binding  on  the  Issuer,  the  Noteholders  and  the
Couponholders.

(N) The Trustee may certify whether or not any of the conditions, events and acts set out
in paragraphs (ii) to (viii) (both inclusive) (other than (iv) in relation to the Issuer) of
Condition 9(a) (each of which conditions, events and acts shall, unless in any case the
Trustee in its  absolute  discretion  shall  otherwise  determine,  for  all the  purposes  of
these  presents  be  deemed  to  include  the  circumstances resulting  therein  and  the
consequences  resulting  therefrom)  is  in  its  opinion  materially  prejudicial  to  the
interests of the Noteholders and any such certificate shall be conclusive and binding
upon the Issuer, the Noteholders and the Couponholders.

(O) The  Trustee  as  between  itself  and  the  Noteholders  and  the  Couponholders  may
determine all questions and doubts arising in relation to any of the provisions of these
presents. Every such determination, whether or not relating in whole or in part to the
acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and
the Noteholders and the Couponholders.

(P) In  connection  with  the  exercise  by  it  of  any  of  its  trusts,  powers,  authorities  or
discretions  under  these  presents  (including,  without  limitation,  any  modification,
waiver, authorisation or determination), the Trustee shall have regard to the general
interests of the Noteholders as a class but shall not have regard to any interests arising
from circumstances particular to individual Noteholders or Couponholders (whatever
their number) and, in particular but without limitation, shall not have  regard to the
consequences  of  such  exercise  for  individual  Noteholders  or  Couponholders
(whatever  their  number)  resulting  from  their  being  for any  purpose  domiciled  or
resident  in,  or  otherwise  connected  with,  or  subject  to  the  jurisdiction  of,  any
particular territory or any political sub-division thereof and the Trustee shall not be
entitled  to  require,  nor  shall  any  Noteholder  or  Couponholder be  entitled  to  claim,
from the Issuer, the Trustee or any other person any indemnification or payment in
respect of any tax consequence of any such exercise upon individual Noteholders or
Couponholders except to the  extent already provided for in Condition 7 and/or any
undertaking given in addition thereto or in substitution therefor under these presents.

(Q) Any  trustee  of  these  presents  being  a  lawyer,  accountant,  broker  or  other  person
engaged in any profession or business shall be entitled to charge and be paid all usual
and proper professional and other charges for business transacted and acts done by
him or his firm in connection with the trusts of these presents and also his reasonable
charges in addition to disbursements for all other work and business done and all time 





	
	
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spent by him or his firm in connection with matters arising in connection with these
presents.

(R) The Trustee may whenever it thinks fit delegate by power of attorney or otherwise to
any person or persons or fluctuating body of persons (whether being a joint trustee of
these presents or not) all or any of its trusts, powers, authorities and discretions under
these presents.  Such delegation may be made upon such terms (including power to
sub-delegate) and subject to such conditions and regulations as the Trustee may in the
interests of the Noteholders think fit. The Trustee shall not be under any obligation to
supervise the proceedings or acts of any such delegate or sub-delegate or be in any
way responsible for any Liability incurred by reason of any misconduct or default on
the part of any such delegate or sub-delegate. The Trustee shall within a reasonable
time after any such delegation or any renewal, extension or termination thereof give
notice thereof to the Issuer.

(S) The  Trustee  may  in  the  conduct  of  the  trusts  of  these  presents  instead  of  acting
personally employ and  pay an  agent (whether being a  lawyer or other professional
person) to transact or conduct, or concur in transacting or conducting, any business
and to do, or concur in doing, all acts required to be done in connection with these
presents (including the receipt and payment of money). The Trustee shall not be in
any way responsible for any Liability incurred by reason of any misconduct or default
on the part of any such agent or be bound to supervise the proceedings or acts of any
such agent.

(T) The  Trustee  shall  not  be  responsible  for  the  execution,  delivery,  legality,
effectiveness,  adequacy,  genuineness,  validity,  enforceability  or  admissibility  in
evidence  of  these  presents  or  any  other  document  relating  or  expressed  to  be
supplemental  thereto  and  shall  not  be  liable  for  any  failure  to  obtain  any  licence,
consent  or  other  authority  for  the  execution,  delivery,  legality,  effectiveness,
adequacy,  genuineness,  validity,  performance,  enforceability  or  admissibility  in
evidence  of  these  presents  or  any  other  document  relating  or  expressed  to  be
supplemental thereto.

(U) Any certificate or report of the Auditors called for by or provided to the Trustee in
accordance  with  or  for  the  purposes  of  these  presents  may  be  relied  upon  by  the
Trustee  as  sufficient  evidence  of  the  facts  stated  therein  whether  or  not  such
certificate or report and/or any engagement letter or other document entered into by
the Trustee in connection therewith contains a monetary or other limit on the liability
of the Auditors or such other person in respect thereof.

(V) Any corporation into which the Trustee may be merged or converted or with which it
may  be  consolidated,  or  any corporation  resulting  from  any merger,  conversion  or
consolidation to which the Trustee shall be a party, or any corporation succeeding to
all  or  substantially  all of the  corporate trust  business  of  the  Trustee, shall  be  the
successor  of  the  Trustee  hereunder, provided  such  corporation  shall  be  otherwise
qualified  and  eligible  under these  presents,  without  the  execution  or  filing  of  any
paper or any further act on the part of any of the parties hereto.

(W) Nothing contained in these presents shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of its duties or the
exercise of any right, power, authority or discretion hereunder if it has grounds for
believing the repayment of such funds or adequate indemnity against, or security for,
such risk or liability is not reasonably assured to it.
 





	
	
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(X) The Trustee shall not be liable for any error of judgment made in good faith by any
officer or employee of the Trustee assigned by the Trustee to administer its corporate
trust matters.

(Y) The Trustee shall have no responsibility whatsoever to the Issuer, any Noteholder or
Couponholder or any other person for the maintenance of or failure to maintain any
rating of any of the Notes by any rating agency.

(Z) Notwithstanding anything in these presents or the Agency Agreement to the contrary,
the  Trustee  shall  not  do,  or  be  authorised  or  required  to  do,  anything  which  might
constitute  a  regulated  activity  for  the  purpose  of the FSMA,  unless  it is  authorised
under the FSMA to do so. The Trustee shall have the discretion at any time:
(i) to delegate any of the functions which fall to be performed by an authorised
person  under the FSMA  to  any  other  agent  or  person  which  also  has  the
necessary authorisations and licences; and
(ii) to apply  for  authorisation  under the FSMA  and  perform  any  or  all  such
functions itself if, in its absolute discretion, it considers it necessary, desirable
or appropriate to do so.

(AA) Nothing in this Trust Deed shall require the Trustee to assume an obligation of the
Issuer  arising  under  any  provisions  of  the  listing,  prospectus,  disclosure  or
transparency rules (or equivalent rules of any other competent authority besides the
Euronext Dublin).

(BB) In relation to any discretion to be exercised or action to be taken by the Trustee under
these  presents  or  the  Agency  Agreement,  the  Trustee  may,  at  its  discretion  and
without  further  notice  or  shall,  if  it  has  been  so  directed  by  an  Extraordinary
Resolution  of  the  Noteholders  then  outstanding  or  so  requested  in writing  by  the
holders  of  at  least  one-quarter in nominal amount  of  such  Notes,  exercise  such
discretion or take such action, provided that, in either case, the Trustee shall not be
obliged  to  exercise  such  discretion  or  take  such  action  unless  it  shall  have  been
indemnified,  secured  and/or  prefunded  to  its  satisfaction  against  all  liabilities  and
provided that the Trustee shall not be held liable for the consequences of exercising
its discretion or taking any such action and may do so without having regard to the
effect of such action on individual Noteholders and Couponholders.

(CC) Notwithstanding anything else contained in these presents or the Agency Agreement,
the Trustee may refrain from doing anything which would or might in its opinion be
contrary to any law of any jurisdiction or any directive or regulation of any agency of
any state or which would or might otherwise render it liable to any person and may do
anything which is, in its opinion, necessary to comply with any such law, directive or
regulation.

(DD) Notwithstanding any other provision of this Trust Deed, the Trustee shall be entitled
to  make  a  deduction  or  withholding  from  any  payment  which  it  makes  under the
Notes for or on account of any tax, if and only to the extent so required by Applicable
Law,  in  which  event  the Trustee shall  make  such  payment  after such  deduction  or
withholding  has  been  made  and  shall  account  to  the  relevant Authority  within  the
time allowed for the amount so deducted or withheld or, at its option, shall reasonably
promptly after making such payment return to the Issuer the amount so deducted or 





	
	
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withheld, in which case, the Issuer shall so account to the relevant Authority for such
amount.

16. TRUSTEE'S LIABILITY
(a) Subject to  sections  750  and  751  of  the  Companies  Act  2006  (if  applicable)  and
notwithstanding anything to the contrary in these presents or the Agency Agreement,
the Trustee shall not be liable to any person for any matter or thing done or omitted in
any way in connection with or in relation to theses presents or the Agency Agreement
save in relation to its breach of trust having regard to the provisions of these presents
and  the  Agency  Agreement conferring  on  it  any  trusts,  powers,  authorities  or
discretions.
(b) Any  liability  of the Trustee  arising  under these  presents  or the  Agency  Agreement
shall be limited to the amount of actual loss suffered (such loss shall be determined as
at the date of default of the Trustee or, if later, the date on which the loss arises as a
result  of  such  default) but  without  reference  to  any  special  conditions  or
circumstances known to the Trustee at the time of entering into these presents or the
Agency  Agreement  or  at  the  time  of  accepting  any  relevant  instructions,  which
increase the amount of the loss.  In no event shall the Trustee be liable for any loss of
profits,  goodwill,  reputation,  business  opportunity  or  anticipated  saving,  or  for
special,  punitive  or  consequential  damages,  whether  or  not  the  Trustee  has  been
advised of the possibility of such loss or damages.

17. TRUSTEE CONTRACTING WITH THE ISSUER
Neither the Trustee nor any director or officer or holding company, Subsidiary or associated
company of a corporation acting as a trustee under these presents shall by reason of its or his
fiduciary position be in any way precluded from:

(i) entering into or being interested in any contract or financial or other transaction or
arrangement  with  the  Issuer  or  any  person  or  body  corporate  associated  with  the
Issuer  (including  without  limitation  any  contract,  transaction  or  arrangement  of  a
banking or insurance nature or any contract, transaction or arrangement in relation to
the making of loans or the provision of financial facilities or financial advice to, or
the purchase, placing or underwriting of or the subscribing or procuring subscriptions
for  or  otherwise  acquiring,  holding  or  dealing  with,  or  acting  as  paying  agent  in
respect  of,  the  Notes  or  any  other  notes,  bonds,  stocks,  shares,  debenture  stock,
debentures  or  other  securities  of,  the  Issuer  or  any  person  or  body  corporate
associated as aforesaid); or

(ii) accepting or holding the trusteeship of any other trust deed constituting or securing
any  other  securities  issued  by  or  relating  to the  Issuer  or  any  such  person  or body
corporate  so  associated  or  any  other  office  of profit  under  the  Issuer  or  any  such
person or body corporate so associated,

and  shall  be  entitled  to  exercise  and  enforce  its  rights,  comply  with  its  obligations  and
perform its duties under or in relation to any such contract, transaction or arrangement as is
referred to in (i) above or, as the case may be, any such trusteeship or office of profit as is
referred to in (ii) above without regard to the interests of the Noteholders and notwithstanding
that the same may be contrary or prejudicial to the interests of the Noteholders and shall not
be responsible for any Liability occasioned to the Noteholders thereby and shall be entitled to
retain and shall not be in any way liable to account for any profit made or share of brokerage 





	
	
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or commission or remuneration or other amount or benefit received thereby or in connection
therewith.

Where any holding company, Subsidiary or associated company of the Trustee or any director
or officer of the Trustee acting other than in his capacity as such a director or officer has any
information,  the  Trustee  shall  not  thereby  be  deemed  also  to  have  knowledge  of  such
information  and,  unless  it  shall  have  actual  knowledge  of  such  information,  shall  not  be
responsible for any loss suffered by Noteholders resulting from the Trustee's failing to take
such information into account in acting or refraining from acting under or in relation to these
presents.

18. WAIVER, AUTHORISATION AND DETERMINATION
(A) The Trustee may without the consent or sanction of the Noteholders or the Couponholders
and without prejudice to its rights in respect of any subsequent breach, Event of Default or
Potential Event of Default from time to time and at any time but only if and in so far as in its
opinion the interests of the Noteholders shall not be materially prejudiced thereby waive or
authorise any breach or proposed breach by the Issuer of any of the covenants or provisions
contained  in  these  presents  or  determine  that  any  Event  of  Default  or  Potential  Event  of
Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS
THAT  the  Trustee  shall  not  exercise  any  powers  conferred  on  it  by  this  Clause  in
contravention  of  any  express  direction  given  by  Extraordinary  Resolution  or  by  a  request
under  Condition 9  but  so  that  no  such direction  or  request  shall  affect  any  waiver,
authorisation or determination previously given or made. Any such waiver, authorisation or
determination may be given or made on such terms and subject to such conditions (if any) as
the Trustee may determine, shall be binding on the Noteholders and the Couponholders and,
if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Noteholders in
accordance with Condition 13 as soon as practicable thereafter.

MODIFICATION
(B) The Trustee may without the consent or sanction of the Noteholders or the Couponholders at
any time and from time to time concur with the Issuer in making any modification (i) to these
presents which in the opinion of the Trustee it may be proper to make PROVIDED THAT the
Trustee  is  of  the  opinion  that  such  modification  will  not  be  materially  prejudicial  to  the
interests  of  the  Noteholders  or  (ii) to  these  presents  if  in  the  opinion  of  the  Trustee  such
modification is of a formal, minor or technical nature or to correct a manifest error or an error
which is, in the opinion of the Trustee, proven. Any such modification may be made on such
terms and subject to such conditions (if any) as the Trustee may determine, shall be binding
upon the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, shall
be  notified  by  the  Issuer  to  the  Noteholders  in  accordance  with  Condition 13  as  soon  as
practicable thereafter.

BREACH
(C) Any breach of or failure to comply by the Issuer with any such terms and conditions as are
referred to in sub-clauses (A) and (B) of this Clause shall constitute a default by the Issuer in
the performance or observance of a covenant or provision binding on it under or pursuant to
these presents.

SUBSTITUTION
(D) (1) (a) The Trustee may without the consent of the Noteholders or Couponholders at
any time agree with the Issuer, to the substitution in place of the Issuer (or of
the previous substitute under this Clause) as the principal debtor under these
presents of  another  company,  being  a Subsidiary  of  the  Issuer or  a  parent 





	
	
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undertaking of the Issuer (such substituted company being hereinafter called
the “New Company”) provided that a trust deed is executed or some other
form  of  undertaking  is  given  by  the  New  Company  in  form  and  manner
satisfactory to the Trustee, agreeing to be  bound by the  provisions  of these
presents  with  any  consequential  amendments  which  the  Trustee  may  deem
appropriate as fully as if the New Company had been named in these presents
as  the  principal  debtor  in  place  of  the  Issuer  (or  of  the  previous  substitute
under  this  Clause)  and  provided  further  that the Issuer unconditionally  and
irrevocably  guarantees  all  amounts  payable  under  these  presents  to  the
satisfaction of the Trustee.

 (b) The following further conditions shall apply to (1) above:

(i) the  Issuer and  the New  Company  shall  comply  with such  other
requirements  as  the  Trustee may  direct  in  the  interests  of the
Noteholders;

(ii) where the New Company is incorporated, domiciled or resident in, or
subject generally to the taxing jurisdiction of, a territory other than or
in addition to the United Kingdom or any political sub-division or any
authority  therein  or  thereof  having  power  to  tax,  undertakings  or
covenants  shall  be  given  by  the  New  Company  in  terms
corresponding to the provisions of Condition 7 with the substitution
for  (or,  as  the  case  may  be,  the  addition  to)  the  references  to the
United Kingdom of references to that other or additional territory in
which the New Company is incorporated, domiciled or resident or to
whose  taxing  jurisdiction  it  is  subject  and  (where  applicable)
Condition 6(b) shall be modified accordingly;

(iii) without  prejudice  to  the  rights  of  reliance  of  the  Trustee  under  the
immediately following paragraph (iv), the Trustee is satisfied that the
relevant transaction is not materially prejudicial to the interests of the
Noteholders; and

(iv) if two Directors of the New Company (or other officers acceptable to
the Trustee) shall certify that the New Company is solvent both at the
time at which the relevant transaction is proposed to be effected and
immediately thereafter (which  certificate  the Trustee may rely upon
absolutely) the Trustee shall not be under any duty to have regard to
the financial condition, profits or prospects of the New Company or
to  compare  the  same  with  those  of  the  Issuer  or  the  previous
substitute under this Clause as applicable.

 (2) Any such trust deed or undertaking shall, if so expressed, operate to release the Issuer
or the previous substitute as aforesaid from all of its obligations as principal debtor
under these presents. Not later than 14 days after the execution of such documents and
compliance with such requirements, the New Company shall give notice thereof in a
form previously approved by the Trustee to the Noteholders in the manner provided in
Condition 13.  Upon  the  execution  of  such  documents  and  compliance  with  such
requirements, the New Company shall be deemed to be named in these presents as the
principal debtor in place of the Issuer (or in place of the previous substitute under this
Clause)  under these  presents  and  these  presents  shall  be  deemed  to  be  modified  in
such manner as shall be necessary to give effect to the above provisions and, without 





	
	
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limitation, references in these presents to the Issuer shall, unless the context otherwise
requires, be deemed to be or include references to the New Company.


19. HOLDER OF DEFINITIVE NOTE ASSUMED TO BE COUPONHOLDER
(A) Wherever in  these  presents  the  Trustee  is  required  or  entitled  to  exercise a  power,  trust,
authority  or  discretion  under  these  presents,  except  as  ordered  by  a  court  of  competent
jurisdiction or as required by applicable law, the Trustee shall, notwithstanding that it may
have express notice to the contrary, assume that each Noteholder is the holder of all Coupons
appertaining to each Definitive Note of which he is the holder.

NO NOTICE TO COUPONHOLDERS
(B) Neither the Trustee nor the Issuer shall be required to give any notice to the Couponholders
for any purpose under these presents and the Couponholders shall be deemed for all purposes
to have notice of the contents of any notice given to the holders of Notes in accordance with
Condition 13.

20. CURRENCY INDEMNITY
The Issuer  shall  indemnify  the  Trustee,  every  Appointee,  the Noteholders  and  the
Couponholders and keep them indemnified against:

(a) any Liability incurred by any of them arising from the non-payment by the Issuer of
any  amount  due  to  the  Trustee  or  the  holders  of  the  Notes  and  the  relative
Couponholders  under  these  presents  by  reason  of  any  variation  in  the  rates  of
exchange between those used for the purposes of calculating the amount due under a
judgment  or  order  in  respect  thereof  and  those  prevailing  at  the  date  of  actual
payment by the Issuer; and

(b) any deficiency arising or resulting from any variation in rates of exchange between
(i) the  date  as  of  which  the  local  currency  equivalent  of  the  amounts  due  or
contingently  due  under these  presents  (other than  this  Clause) is  calculated  for  the
purposes of any bankruptcy, insolvency or liquidation of the Issuer and (ii) the final
date  for  ascertaining  the  amount  of  claims  in  such  bankruptcy,  insolvency  or
liquidation. The amount of such deficiency shall be deemed not to be reduced by any
variation in rates of exchange occurring between the said final date and the date of
any  distribution  of  assets  in  connection  with  any  such  bankruptcy,  insolvency  or
liquidation.

The  above  indemnities  shall  constitute  obligations  of  the  Issuer  separate  and  independent
from  their  other  obligations  under  the  other  provisions  of  these  presents  and  shall  apply
irrespective  of  any  indulgence  granted  by  the  Trustee  or  the  Noteholders  or  the
Couponholders from time to time and shall continue in full force and effect notwithstanding
the judgment or filing of any proof or proofs in any bankruptcy, insolvency or liquidation of
the Issuer for a liquidated sum or sums in respect of amounts due under these presents (other
than  this  Clause).  Any  such  deficiency  as  aforesaid  shall  be  deemed  to constitute  a  loss
suffered by the Noteholders and the Couponholders and no proof or evidence of any actual
loss shall be required by the Issuer or its or their liquidator or liquidators.

21. NEW TRUSTEE
(A) The power to appoint a new trustee of these presents shall be vested solely in the Issuer but no
person shall be appointed who shall not previously have been approved by an Extraordinary
Resolution. One or more persons may hold office as trustee or trustees of these presents but 





	
	
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such trustee or trustees shall be or include a Trust Corporation. Whenever there shall be more
than two trustees of these presents the majority of such trustees shall be competent to execute
and exercise all the duties, powers, trusts, authorities and discretions vested in the Trustee by
these  presents  PROVIDED  THAT  a  Trust  Corporation  shall  be  included  in  such  majority.
Any appointment of a new trustee of these presents shall as soon as practicable thereafter be
notified by the Issuer to the Agent and the Noteholders.

SEPARATE AND CO-TRUSTEES
(B) Notwithstanding the provisions of sub-clause (A) above, the Trustee may, upon giving prior
notice to the Issuer (but without the consent of the Issuer, the Noteholders or Couponholders),
appoint any person established or resident in any jurisdiction (whether a Trust Corporation or
not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:

(i) if the Trustee considers such appointment to be in the interests of the Noteholders;

(ii) for the purposes of conforming to any legal requirements, restrictions or conditions in
any jurisdiction in which any particular act or acts is or are to be performed; or

(iii) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any
jurisdiction of either a judgment already obtained or any of the provisions of these
presents against the Issuer.

The Issuer irrevocably appoints the Trustee to be its attorney in its name and on its behalf to
execute  any  such  instrument  of  appointment.  Such  a  person  shall (subject  always  to  the
provisions  of  these  presents)  have  such  trusts,  powers,  authorities  and  discretions  (not
exceeding those conferred on the Trustee by these presents) and such duties and obligations as
shall  be  conferred  or  imposed  by  the  instrument of  appointment.  The  Trustee  shall  have
power  in  like  manner  to  remove  any  such  person.  Such  reasonable  remuneration  as  the
Trustee may pay to any such person, together with any attributable Liabilities incurred by it in
performing its function as such separate trustee or co-trustee, shall for the purposes of these
presents be treated as Liabilities incurred by the Trustee.

22. TRUSTEE'S RETIREMENT AND REMOVAL
A trustee of these presents may retire at any time on giving not less than three months' prior
written notice to the Issuer without giving any reason and without being responsible for any
Liabilities  incurred  by  reason  of  such  retirement.  The  Noteholders  may  by  Extraordinary
Resolution  remove  any  trustee  or  trustees  for  the  time  being  of  these  presents.  The  Issuer
undertakes that in the event of the only trustee of these presents which is a Trust Corporation
giving notice under this Clause or being removed by Extraordinary Resolution it will use its
best endeavours to procure that a new trustee of these presents being a Trust Corporation is
appointed  as  soon  as  reasonably  practicable  thereafter. The  retiring  trustee  may  appoint  a
successor  trustee  if  the  Issuer  has  not  done  so  within  the  notice  period. The  retirement  or
removal of any such trustee shall not become effective until a successor trustee being a Trust
Corporation is appointed.

23. TRUSTEE'S POWERS TO BE ADDITIONAL
The powers conferred upon the Trustee by these presents shall be in addition to any powers
which may from time to time be vested in the Trustee by the general law or as a holder of any
of the Notes or Coupons.
 





	
	
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24. NOTICES
Any notice  or  demand  to  the  Issuer  or  the  Trustee  to  be  given,  made  or  served  for  any
purposes under these presents shall be given, made or served by sending the same by pre-paid
post  (first  class  if  inland,  first  class  airmail  if  overseas)  or  facsimile  transmission  or  by
delivering it by hand as follows:

to the Issuer:  Rentokil Initial plc
   Riverbank
Meadows Business Park
Blackwater
Camberley
Surrey
GU17 9AB

United Kingdom

(Attention: Company Secretary)

Facsimile No. 01276 34343

to the Trustee:

    HSBC Corporate Trustee Company (UK) Limited
    Level 28
8 Canada Square
    London E14 5HQ

    (Attention: Issuer Services Trustee Administration)

    Facsimile No. (020) 7991 4350

or to such other address or facsimile number as shall have been notified (in accordance with
this Clause) to the other party hereto and any notice or demand sent by post as aforesaid shall
be deemed to have been given, made or served three days in the case of inland post or seven
days in the case of overseas post after despatch and any notice or demand sent by facsimile
transmission as aforesaid shall be deemed to have been given, made or served 24 hours after
the time of despatch PROVIDED THAT in the case of a notice or demand given by facsimile
transmission such notice or demand shall forthwith be confirmed by post. The failure of the
addressee  to  receive  such  confirmation  shall  not  invalidate  the  relevant  notice  or  demand
given by facsimile transmission.

25. GOVERNING LAW
These presents and any non-contractual obligations arising out of or in connection to them are
governed by, and shall be construed in accordance with, English law.

26. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Trust Deed or any trust deed supplemental hereto has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust
Deed or any trust deed supplemental hereto, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.
 





	
	
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27. COUNTERPARTS
This Trust Deed and any trust deed supplemental hereto may be executed and delivered in any
number of counterparts, all of which, taken together, shall constitute one and the same deed
and  any party to this Trust Deed or any trust deed supplemental hereto may enter into the
same by executing and delivering a counterpart.

IN WITNESS whereof this Trust Deed has been executed as a deed by the Issuer and the Trustee and
delivered on the date first stated on page 1.
 





	
	
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THE FIRST SCHEDULE
TERMS AND CONDITIONS OF THE NOTES

The  following  are  the  Terms  and  Conditions  of  the  Notes  which  will  be  incorporated  by
reference  into  each  Global  Note  (as  defined  below)  and  each  definitive  Note,  in  the  latter
case only if permitted by the relevant competent authority, stock exchange and/or quotation
system (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if
not  so  permitted  and  agreed,  such  definitive  Note  will  have  endorsed  thereon  or  attached
thereto  such  Terms  and  Conditions.  The  provisions  of  Part  A  of  the  applicable  Pricing
Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each
Global  Note  and  definitive  Note.  Reference  should  be  made  to  the  “Form  of  Pricing
Supplement” for a description of the content of Pricing Supplement which will specify which
of such terms and conditions are to apply to the relevant Notes.
This Note is one of a Series (as defined below) of Notes issued by Rentokil Initial plc (the
Issuer)  constituted  by  a  Trust  Deed  dated  9  December  2005,  as  most  recently
supplemented  on  27  March  2019  (as  further  amended,  restated,  modified  and/or
supplemented  from  time  to time,  the Trust  Deed)  made  between  the  Issuer  and  HSBC
Corporate Trustee Company (UK) Limited (the Trustee, which expression shall include any
successor as Trustee).
References herein to the Notes shall be references to the Notes of this Series only and not
to all Notes that may be issued under the Programme and shall mean:
(i) in relation to any Notes represented by a global Note (a Global Note), units of each
Specified Denomination in the Specified Currency;
(ii) any Global Note; and
(iii) any definitive Notes issued in exchange for a Global Note.
The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement
dated  9  December  2005,  as  most  recently  amended  and  restated  on  27  March  2019  (as
further  amended,  restated,  modified  and/or  supplemented  from  time  to  time,  the Agency
Agreement) and made between the Issuer, HSBC Bank plc as issuing and principal paying
agent and agent bank (the Agent, which expression shall include any successor agent), the
Trustee  and  the  other  paying  agents  named  therein  (together  with  the  Agent,  the Paying
Agents, which expression shall include any additional or successor paying agents).
Interest-bearing definitive Notes have interest coupons (the Coupons) and, in the case of
Notes  which  (when  issued  in  definitive  form)  have  more  than  27  interest  payments
remaining, talons for further Coupons (the Talons) attached on issue. Any reference herein
to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a
reference  to  Talons  or  talons.  Global  Notes  do  not  have  Coupons  or  Talons  attached  on
issue.
The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the
Pricing  Supplement  attached  to  or  endorsed  on  this  Note.  References  to  the applicable
Pricing Supplement are  to  Part  A  of  the  Pricing  Supplement  (or  the  relevant  provisions
thereof) attached to or endorsed on this Note. 





	
	
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The  Trustee  acts  for  the  benefit  of  the  holders  for  the  time  being  of  the  Notes  (the
Noteholders, which expression shall, in relation to any Notes represented by a Global Note,
be  construed  as  provided  below)  and  the  holders  of  the  Coupons  (the Couponholders,
which  expression  shall,  unless  the  context  otherwise  requires,  include  the  holders  of  the
Talons), in accordance with the provisions of the Trust Deed.
As  used  herein, Tranche means  Notes  which  are  identical  in  all  respects  (including  as  to
listing and admission to trading) and Series means a Tranche of Notes together with any
further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a
single series; and (ii) identical in all respects (including as to listing and admission to trading)
except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
Copies  of  the  Trust  Deed  and  the  Agency  Agreement  are  available  for  inspection  free  of
charge during normal business hours at the office for the time being of the Agent. Copies of
the applicable Pricing Supplement are available for viewing at, and copies may be obtained
from, the registered office of the Issuer at Riverbank, Meadows Business Park, Blackwater,
Camberley, Surrey GU17 9AB, United Kingdom by Noteholders holding one or more Notes
provided that such Noteholders produce evidence satisfactory to the Issuer and the relevant
Paying Agent as to its holding of such Notes and identity.
The Noteholders and the Couponholders are deemed to have notice of, and are entitled to
the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable
Pricing  Supplement  which  are  applicable  to  them.  The  statements  in  these  Terms  and
Conditions  (the Conditions)  include  summaries  of,  and  are  subject  to,  the  detailed
provisions of the Trust Deed and the Agency Agreement.
Words  and  expressions  defined  in  the  Trust  Deed,  the  Agency  Agreement  or  used  in  the
applicable  Pricing  Supplement  shall  have  the  same  meanings  where  used  in  these
Conditions  unless  the  context  otherwise  requires  or  unless  otherwise  stated  and  provided
that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the
Trust Deed will prevail and, in the event of any inconsistency between the Trust Deed or the
Agency  Agreement  and  the  applicable  Pricing  Supplement,  the  applicable  Pricing
Supplement will prevail.
In these Conditions, euro means the currency pursuant to the Treaty on the functioning of
the  European  Union,  as  amended  introduced  at  the  start  of  the  third  stage  of  European
economic and monetary union.
1. FORM, DENOMINATION AND TITLE
The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the
currency  (the Specified  Currency)  and  the  denomination(s)  (the Specified
Denomination(s)) specified  in  the  applicable  Pricing  Supplement.  Notes  of  one  Specified
Denomination may not be exchanged for Notes of another Specified Denomination.
This  Note  may  be  a  Fixed  Rate  Note,  a  Floating  Rate  Note,  a  Zero  Coupon  Note  or  a
combination  of  any  of  the  foregoing,  depending  upon  the  Interest  Basis  shown  in  the
applicable Pricing Supplement.
Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in
which  case  references  to  Coupons  and  Couponholders  in  these  Conditions  are  not
applicable. 





	
	
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Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer,
the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat
the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue
and notwithstanding any notice of ownership or writing thereon or notice of any previous loss
or theft thereof) for all purposes and shall incur no liability for so doing but, in the case of any
Global Note, without prejudice to the provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear
Bank  SA/NV  (Euroclear)  and/or  Clearstream  Banking  S.A.  (Clearstream,  Luxembourg),
each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being
shown  in  the  records  of  Euroclear  or  of  Clearstream,  Luxembourg  as  the  holder  of  a
particular nominal amount of such Notes (in which regard any certificate or other document
issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and binding for all purposes save
in  the  case  of  manifest  error)  shall  be  treated  by  the  Issuer,  the  Paying  Agents  and  the
Trustee as the holder of such nominal amount of such Notes for all purposes other than with
respect to the payment of principal or interest on such nominal amount of such Notes, for
which  purpose  the  bearer  of  the  relevant  Global  Note  shall  be  treated  by  the  Issuer,  any
Paying  Agent  and  the  Trustee  as  the  holder  of  such  nominal  amount  of  such  Notes  in
accordance with and subject to the terms of the relevant Global Note and the expressions
Noteholder and holder of Notes and related expressions shall be construed accordingly. In
determining  whether  a  particular  person  is  the  holder  of  a  particular  nominal  amount  of
Notes  as  aforesaid,  the  Trustee  may  rely  on  such  evidence  and/or  information  and/or
certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence
and/or information and/or certification shall, in the absence of manifest error, be conclusive
and binding on all concerned.
Notes which are represented by a Global Note will be transferable only in accordance with
the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as
the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever
the  context  so  permits,  be  deemed  to  include  a  reference  to  any  additional  or  alternative
clearing  system  specified  in  the  applicable  Pricing  Supplement  or  as  may  otherwise  be
approved by the Issuer, the Agent and the Trustee.
2. STATUS OF THE NOTES
The  Notes  (and  the  Coupons  relating  thereto)  constitute  direct,  unconditional,
unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the
Issuer and shall at all times rank pari passu among themselves and (subject as aforesaid
and  save  for  certain  obligations  required  to  be  preferred  by  law)  equally  with  all  other
unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to
time outstanding.
3. NEGATIVE PLEDGE
For so long as any of the Notes remain outstanding, the Issuer will not, and will procure that
no  Subsidiary  (which  expression  shall,  in  these  Conditions  (unless  the  context  otherwise
expressly  provides),  mean  a  subsidiary  as  defined  in Section  1159  of  the  Companies  Act
2006)  of  the  Issuer  will,  create  or  permit  to  subsist  any  mortgage,  lien,  pledge  or  other
charge  (each  a Security  Interest)  upon,  or  with  respect  to,  any  of  its  present  or  future
business,  undertaking,  assets  or  revenues (including  any  uncalled  capital)  to  secure  any
existing or future Relevant Indebtedness of any person or any guarantee or indemnity given
in  respect thereof,  unless  the  Issuer  shall,  simultaneously  with,  or  prior to,  the  creation of 





	
	
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such Security Interest take any and all action necessary to procure that all amounts payable
by the Issuer under the Notes and the Trust Deed are secured equally and rateably by such
Security  Interest  to  the  satisfaction  of  the  Trustee  or  such  other  security  or  other
arrangement is provided as the Trustee shall in its absolute discretion deem not materially
less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as
defined in the Trust Deed) of the Noteholders.
Notwithstanding the foregoing, the Issuer or any Subsidiary may create or have outstanding
a  Security  Interest  in  respect  of  any  Relevant  Indebtedness  and/or  any  guarantee  or
indemnity given in respect thereof as aforesaid (without the obligation to provide a Security
Interest or such other security or other arrangement in respect of the Notes and the Trust
Deed as aforesaid) where such Security Interest is provided by or in respect of a company
becoming a Subsidiary of the Issuer after the Issue Date of the first Tranche of Notes and
where such Security Interest exists at the time that company becomes a Subsidiary of the
Issuer  (provided  that  such  Security  Interest  was  not  created  in  contemplation  of  that
company becoming a Subsidiary of the Issuer and the principal amount secured at the time
of that company becoming a Subsidiary of the Issuer is not subsequently increased).
For the purposes of this Condition 3, Relevant Indebtedness means any of the Notes and,
otherwise,  any  loan  or  other  indebtedness  which  is  in  the form  of,  or  represented by,  any
bonds, notes, depositary receipts or other securities having an original maturity of more than
one year from its date of issue and for the time being, by agreement with the issuer thereof,
quoted, listed (or capable of being quoted or listed) or dealt in on any stock exchange and/or
quotation system or by any listing authority or other recognised securities market provided
that such definition shall exclude any such indebtedness in existence before 14 November
2001 which has the benefit of a Security Interest created by the Issuer or any Subsidiary and
which  is  no  greater  than  £10,000,000  when  aggregated  with  all  other  then  existing  such
indebtedness.
4. INTEREST
(a) Interest on Fixed Rate Notes
Each  Fixed  Rate  Note  bears  interest  from  (and  including)  the  Interest
Commencement  Date  at  the  rate(s)  per  annum  equal  to  the  Rate(s)  of  Interest.
Interest will be payable in arrear on the Interest Payment Date(s) in each year up to
(and including) the Maturity Date.
If  the  Notes  are  in  definitive  form,  except  as  provided  in  the  applicable  Pricing
Supplement,  the  amount  of  interest  payable  on  each  Interest  Payment  Date  in
respect of the Fixed Interest Period ending on (but excluding) such date will amount
to  the  Fixed  Coupon  Amount.  Payments  of  interest  on  any Interest  Payment  Date
will,  if  so  specified  in  the  applicable  Pricing  Supplement,  amount  to  the  Broken
Amount so specified.
As  used  in  these  Conditions, Fixed  Interest  Period means  the  period  from  (and
including)  an  Interest  Payment  Date  (or  the  Interest Commencement  Date)  to  (but
excluding) the next (or first) Interest Payment Date.
Except  in  the  case  of  Notes  in  definitive  form  where  an  applicable  Fixed  Coupon
Amount or Broken Amount is specified in the applicable Pricing Supplement, interest
shall be calculated in respect of any period by applying the Rate of Interest to: 





	
	
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(A) in the case of Fixed Rate Notes which are represented by a Global Note, the
aggregate outstanding nominal amount of the Fixed Rate Notes represented
by such Global Note; or
(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction, and
rounding  the  resultant  figure  to  the  nearest  sub-unit  of  the  relevant  Specified
Currency,  half  of  any such  sub-unit  being  rounded  upwards  or  otherwise  in
accordance with applicable market convention. Where the Specified Denomination of
a  Fixed  Rate  Note  in  definitive  form  is  a  multiple  of  the  Calculation  Amount,  the
amount of interest payable in respect of such Fixed Rate Note shall be the product of
the amount (determined in the manner provided above) for the Calculation Amount
and the amount by which the Calculation Amount is multiplied to reach the Specified
Denomination without any further rounding.
In these Conditions:
Day Count Fraction means, in respect of the calculation of an amount of interest in
accordance with this Condition 4(a):
(i) if “Actual/Actual (ICMA)” is specified in the applicable Pricing Supplement:
(a) in the case of Notes where the number of days in the relevant period
from  (and  including)  the  most  recent  Interest  Payment  Date  (or,  if
none,  the  Interest  Commencement  Date)  to  (but  excluding)  the
relevant payment date (the Accrual Period) is equal to or shorter than
the  Determination  Period  during  which  the  Accrual  Period  ends,  the
number of days in such Accrual Period divided by the product of (1)
the number of days in such Determination Period and (2) the number
of  Determination  Dates  (as  specified  in  the  applicable  Pricing
Supplement) that would occur in one calendar year; or
(b) in  the  case  of  Notes  where  the  Accrual  Period  is  longer  than  the
Determination Period during which the Accrual Period ends, the sum
of:
(1) the  number  of  days  in  such  Accrual  Period  falling  in  the
Determination  Period  in  which  the  Accrual  Period  begins
divided  by  the  product  of  (x)  the  number  of  days  in  such
Determination  Period  and  (y)  the  number  of  Determination
Dates (as specified in the applicable Pricing Supplement) that
would occur in one calendar year; and
(2) the number of days in such Accrual Period falling in the next
Determination Period divided by the product of (x) the number
of  days  in  such  Determination  Period  and  (y)  the  number  of
Determination  Dates  that  would  occur  in  one  calendar  year;
and
(ii) if  “30/360”  is  specified  in  the  applicable  Pricing  Supplement,  the  number  of
days in the period from (and including) the most recent Interest Payment Date
(or, if none, the Interest Commencement Date) to (but excluding) the relevant 





	
	
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payment date (such number of days being calculated on the basis of a year of
360 days with 12 30-day months) divided by 360.
Determination Period means each period from (and including) a Determination Date
to  (but  excluding)  the  next  Determination  Date (including,  where  either the  Interest
Commencement Date or the final Interest Payment Date is not a Determination Date,
the period commencing on the first Determination Date prior to, and ending on the
first Determination Date falling after, such date); and
sub-unit means, with respect to any currency other than euro, the lowest amount of
such currency that is available as legal tender in the country of such currency and,
with respect to euro, means one cent.
(b) Interest on Floating Rate Notes
(i) Interest Payment Dates
Each  Floating  Rate  Note  bears  interest  from  (and  including)  the  Interest
Commencement Date and such interest will be payable in arrear on either:
(A) the  Specified  Interest  Payment  Date(s)  in  each  year  specified  in  the
applicable Pricing Supplement; or
(B) if  no  Specified  Interest  Payment  Date(s)  is/are  specified  in  the
applicable  Pricing  Supplement,  each  date  (each  such  date,  together
with  each  Specified  Interest  Payment  Date,  an Interest  Payment
Date)  which  falls  the  number  of months  or  other  period  specified  as
the  Specified  Period  in  the  applicable  Pricing  Supplement  after  the
preceding  Interest  Payment  Date  or,  in  the  case  of  the  first  Interest
Payment Date, after the Interest Commencement Date.
Such  interest  will  be  payable  in  respect  of  each Interest  Period (which
expression  shall,  in  these  Conditions,  mean the period from  (and  including)
an  Interest  Payment  Date  (or  the  Interest  Commencement  Date)  to  (but
excluding) the next (or first) Interest Payment Date).
If  a  Business  Day  Convention  is  specified  in  the  applicable  Pricing
Supplement  and  (x)  if  there  is  no  numerically  corresponding  day  in  the
calendar month in which an Interest Payment Date should occur; or (y) if any
Interest Payment Date would otherwise fall on a day which is not a Business
Day, then, if the Business Day Convention specified is:
(1) in any case where Specified Periods are specified in accordance with
Condition  4(b)(i)(B),  the  Floating  Rate  Convention,  such  Interest
Payment Date (i) in the case of (x) above, shall be the last day that is
a Business Day in the relevant month and the provisions of (II) below
shall apply mutatis mutandis or (ii) in the case of (y) above, shall be
postponed  to  the  next  day  which  is  a  Business  Day  unless  it  would
thereby  fall  into  the  next  calendar  month,  in  which  event  (A)  such
Interest  Payment  Date  shall  be  brought  forward  to  the  immediately
preceding  Business  Day  and  (B)  each  subsequent  Interest  Payment
Date  shall  be  the  last  Business  Day  in  the  month  which  falls  the 





	
	
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Specified Period after the preceding applicable Interest Payment Date
occurred;
(2) the Following Business Day Convention, such Interest Payment Date
shall be postponed to the next day which is a Business Day;
(3) the  Modified  Following  Business  Day  Convention,  such  Interest
Payment Date shall be postponed to the next day which is a Business
Day unless it would thereby fall into the next calendar month, in which
event  such  Interest  Payment  Date  shall  be  brought  forward  to  the
immediately preceding Business Day; or
(4) the Preceding Business Day Convention, such Interest Payment Date
shall be brought forward to the immediately preceding Business Day.
In these Conditions, Business Day means a day which is both:
(I) a  day  on  which  commercial  banks  and  foreign  exchange  markets
settle payments and are open for general business (including dealing
in  foreign  exchange  and  foreign  currency  deposits)  in  London  and
each  Additional  Business  Centre  specified  in  the  applicable  Pricing
Supplement; and
(II) either (1) in relation to any sum payable in a Specified Currency other
than  euro,  a  day  on  which  commercial  banks  and  foreign  exchange
markets settle payments and are open for general business (including
dealing  in  foreign  exchange  and  foreign  currency  deposits)  in  the
principal  financial  centre  of  the  country  of the  relevant  Specified
Currency  (if  other  than  London  and  any  Additional  Business  Centre
and  which,  if  the  Specified  Currency  is  Australian  dollars  or  New
Zealand  dollars,  shall  be  Sydney  or  Auckland,  respectively)  or  (2)  in
relation  to  any  sum  payable  in euro,  a  day  on  which  the  Trans-
European  Automated  Real-Time  Gross  Settlement  Express  Transfer
(TARGET2) System (the TARGET2 System) is open.
(ii) Rate of Interest
The  Rate  of  Interest  payable  from  time  to  time  in  respect  of  Floating  Rate
Notes  will  be  determined  in  the  manner  specified  in  the  applicable  Pricing
Supplement.
(A) ISDA Determination for Floating Rate Notes
Where  ISDA  Determination  is  specified  in  the  applicable  Pricing
Supplement  as  the  manner  in  which  the  Rate  of  Interest  is  to  be
determined, the  Rate  of  Interest  for  each  Interest  Period  will  be  the
relevant  ISDA  Rate  plus  or  minus  (as  indicated  in  the  applicable
Pricing  Supplement)  the  Margin  (if  any).  For  the  purposes  of  this
Condition  4(b)(ii)(A), ISDA  Rate for  an  Interest  Period  means  a  rate
equal  to  the  Floating  Rate  that  would  be  determined  by  the  Agent
under  an  interest  rate  swap  transaction  if  the  Agent  were  acting  as
Calculation  Agent  for  that  swap  transaction  under  the  terms  of  an
agreement  incorporating  the  2006  ISDA  Definitions,  as  published  by 





	
	
 47
the  International  Swaps  and  Derivatives  Association,  Inc.  and  as
amended and updated as at the Issue Date of the first Tranche of the
Notes (the ISDA Definitions) and under which:
(1) the  Floating  Rate  Option  is  as  specified  in  the  applicable
Pricing Supplement;
(2) the Designated Maturity is a period specified in the applicable
Pricing Supplement; and
(3) the  relevant  Reset  Date  is,  if  the  applicable  Floating  Rate
Option is based on the London inter-bank offered rate (LIBOR)
or  on  the  Euro-zone inter-bank  offered  rate  (EURIBOR),  the
first day of that Interest Period.
For  the  purposes  of  this  Condition  4(b)(ii)(A), Floating  Rate,
Calculation Agent, Floating Rate Option, Designated Maturity and
Reset  Date have  the  meanings  given  to  those  terms  in the  ISDA
Definitions.
Unless  otherwise  stated  in  the  applicable  Pricing  Supplement,  the
Minimum Rate of Interest shall be deemed to be zero.
(B) Screen Rate Determination for Floating Rate Notes – if the Reference
Rate is not Compounded Daily SONIA
Where  Screen  Rate  Determination  is  specified  in  the  applicable
Pricing Supplement as the manner in which the Rate of Interest is to
be  determined, and  if  the  Reference  Rate  is  not  specified  in  the
applicable  Pricing  Supplement  as  being  Compounded  Daily  SONIA,
the Rate of Interest for each Interest Period will, subject as provided
below, be either:
(1) the offered quotation; or
(2) the arithmetic mean (rounded if necessary to the fifth decimal
place,  with  0.000005  being  rounded  upwards)  of  the  offered
quotations,
(expressed as a percentage rate per annum) for the Reference Rate
(being  either  LIBOR  or  EURIBOR,  as  specified  in  the  applicable
Pricing Supplement) which appears or appear, as the case may be, on
the Relevant Screen Page or such replacement page on that service
which displays the information as at 11.00 a.m. (Relevant Financial
Centre  time)  on  the  Interest  Determination  Date  in  question  plus  or
minus (as indicated in the applicable Pricing Supplement) the Margin
(if any), all as determined by the Agent. If five or more of such offered
quotations are available on the Relevant Screen Page, the highest (or,
if  there  is  more  than  one  such  highest  quotation,  one  only  of  such
quotations) and the lowest (or, if there is more than one such lowest
quotation,  one  only of  such  quotations)  shall  be  disregarded  by  the
Agent for the purpose of determining the arithmetic mean (rounded as
provided above) of such offered quotations. 





	
	
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If  the  Relevant  Screen  Page  is  not  available  or  if,  in  the  case  of
Condition 4(b)(ii)(B)(i), no offered quotation appears or, in the case of
Condition 4(b)(ii)(B)(ii), fewer than three offered quotations appear, in
each case as at the Specified Time, the Agent shall request each of
the  Reference  Banks  to  provide  the  Agent  with  its  offered  quotation
(expressed as a percentage rate per annum) for the Reference Rate
at  approximately  the  Specified  Time  on  the  Interest  Determination
Date in question. If two or more of the Reference Banks provide the
Agent  with  offered  quotations,  the  Rate  of  Interest  for the  Interest
Period shall be the arithmetic mean (rounded if necessary to the fifth
decimal  place  with  0.000005  being  rounded  upwards)  of  the  offered
quotations  plus  or  minus  (as  appropriate)  the  Margin  (if  any),  all  as
determined by the Agent.
If  on  any Interest  Determination  Date  one  only  or  none  of  the
Reference  Banks  provides  the  Agent  with  an  offered  quotation  as
provided  in  the  preceding  paragraph,  the  Rate  of  Interest  for  the
relevant Interest Period shall be the rate per annum which the Agent
determines as being the arithmetic mean (rounded if necessary to the
fifth  decimal  place,  with  0.000005  being  rounded  upwards)  of  the
rates,  as  communicated  to  (and  at  the  request  of)  the  Agent  by  the
Reference  Banks  or  any  two  or  more  of  them,  at  which  such  banks
were  offered,  at  approximately  the  Specified  Time  on  the  relevant
Interest Determination Date, deposits in the Specified Currency for a
period  equal  to  that  which  would  have  been  used  for  the  Reference
Rate  by  leading  banks  in  the  London  inter-bank  market  (if  the
Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the
Reference  Rate  is  EURIBOR)  plus  or  minus  (as  appropriate)  the
Margin (if any) or, if fewer than two of the Reference Banks provide
the  Agent  with  offered  rates,  the  offered  rate  for  deposits  in  the
Specified Currency for a period equal to that which would have been
used  for  the  Reference  Rate,  or  the  arithmetic  mean  (rounded  as
provided  above)  of  the  offered  rates  for  deposits  in  the  Specified
Currency for a period equal to that which would have been used for
the Reference Rate, at which, at approximately the Specified Time on
the  relevant  Interest  Determination  Date,  any  one  or  more  banks
(which bank or banks is or are in the opinion of the Issuer suitable for
the  purpose)  informs  the  Agent  it  is  quoting  to  leading  banks  in  the
London  inter-bank  market  (if  the  Reference  Rate  is  LIBOR)  or  the
Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus
or minus (as appropriate) the Margin (if any), provided that, if the Rate
of  Interest  cannot  be  determined  in  accordance  with  the  foregoing
provisions of this paragraph, the Rate of Interest shall be determined
as  at  the  last  preceding  Interest  Determination  Date  (though
substituting, where a different Margin is to be applied to the relevant
Interest Period from that which applied to the last preceding Interest
Period, the Margin relating to the relevant Interest Period in place of
the Margin relating to that last preceding Interest Period).
Reference  Banks means,  in  the  case  of  a  determination  of  LIBOR,
the  principal  London  office  of  four  major  banks  in  the  London  inter-
bank  market  and,  in  the  case  of  a  determination  of  EURIBOR,  the
principal Euro-zone office of four major banks in the Euro-zone inter-





	
	
 49
bank market, in each case selected by the Agent in consultation with
the Issuer.
Specified  Time means  11.00  a.m.  (London  time,  in  the  case  of  a
determination of LIBOR or SONIA, or Brussels time, in the case of a
determination of EURIBOR).
Unless  otherwise  stated  in  the  applicable  Pricing  Supplement  the
Minimum Rate of Interest shall be deemed to be zero.
(C)  Screen Rate Determination for Floating Rate Notes – if the Reference
Rate is Compounded Daily SONIA
 Where  Screen  Rate  Determination  is  specified  in  the  applicable
Pricing Supplement as the manner in which the Rate of Interest is to
be determined, and if the Reference Rate is specified in the applicable
Pricing  Supplement  as  being  Compounded  Daily  SONIA,  then  the
Rate of Interest applicable to the Notes for each Interest Period will be
Compounded  Daily  SONIA  plus  or  minus  (as  indicated  in  the
applicable  Pricing  Supplement)  the  applicable  Margin,  all  as
determined  by  the  Agent  (or  such  other  party  responsible  for  the
calculation of the Rate of Interest, as specified in the applicable Pricing
Supplement)  on  the  Interest  Determination  Date  for  such  Interest
Period.
 If, in respect of any London Banking Day in the relevant Observation
Period, the SONIA rate is not available on the Relevant Screen Page
or  has  not  otherwise  been  published  by  the  relevant  authorised
distributors,  such  SONIA  rate  shall  be  the  sum  of:  (i)  the  Bank  of
England’s Bank Rate (the Bank Rate) prevailing at close of business
on such London Banking Day; plus (ii) the mean of the spread of the
SONIA rate to the Bank Rate over the previous five days on which a
SONIA  rate  has  been  published,  excluding  the  highest  spread  (or,  if
there  is  more  than  one  highest  spread,  one  only  of  those  highest
spreads)  and  lowest  spread  (or,  if  there  is  more  than  one  lowest
spread, one only of those lowest spreads).
 If  the  Rate  of  Interest  cannot  be  determined  in  accordance  with  the
foregoing provisions, the Rate of Interest shall be (i) that determined
as  at  the  last  preceding  Interest  Determination  Date  (though
substituting, where a different Margin or Maximum Rate of Interest or
Minimum  Rate  of  Interest  is  to  be  applied  to  the  relevant  Interest
Period  from  that  which  applied  to  the  last  preceding  Interest  Period,
the Margin or Maximum Rate of Interest or Minimum Rate of Interest
relating  to  the  relevant  Interest  Period,  in  place  of  the  Margin  or
Maximum Rate of Interest or Minimum Rate of Interest relating to that
last  preceding  Interest  Period)  or  (ii)  if  there  is  no  such  preceding
Interest  Determination  Date,  the  initial  Rate  of  Interest  which  would
have been applicable to the Notes for the first Interest Period had the
Notes been in issue for a period equal in duration to the scheduled first
Interest  Period  but  ending  on  (and  excluding)  the  Interest
Commencement  Date  (but  applying  the  Margin  and  any  Maximum 





	
	
 50
Rate  of  Interest  or  Minimum  Rate  of  Interest  applicable  to  the  first
Interest Period).
 If  the  Notes  become  due  and  payable  as  a  result  of  an  Event  of
Default under Condition 9, or are otherwise redeemed early on a date
other than an Interest Payment Date in accordance with Condition 6,
the final Interest Determination Date shall, notwithstanding any Interest
Determination Date specified in the applicable Pricing Supplement, be
deemed to be the date on which such Notes became due and payable
or  are  to  be  redeemed,  as  applicable,  and  the  Rate  of  Interest
applicable to such Notes shall, for so long as any such Note remains
outstanding, be that determined on such date.
 For the purposes of this Condition 4(ii)(C):
Compounded Daily SONIA means, in relation to any Interest Period,
the  rate  of  return  of  a  daily  compound  interest  investment  (with  the
daily  Sterling  overnight  reference  rate  as  the  reference  rate  for  the
calculation  of  interest)  and  will  be  calculated  by  the  Agent  (or  such
other party responsible for the calculation of the Rate of Interest, as
specified  in  the  applicable  Pricing  Supplement),  as  follows,  and  the
resulting percentage will be rounded (if necessary) to the fifth decimal
place, with 0.000005 being rounded upwards:


 “d” means, in relation to any Interest Period, the number of calendar
days in such Interest Period.
 “d0” means, in relation to any Interest Period, the number of London
Banking Days in such Interest Period.
 “i” means, in relation to any Interest Period, a series of whole numbers
from one to d0, each representing the relevant London Banking Day in
chronological order from, and including, the first London Banking Day
in such Interest Period to (but excluding) the last London Banking Day
in such Interest Period.
 “ni”, means, in relation to any London Banking Day “i”, the number of
calendar days from and including such London Banking Day “i” up to
but excluding the following London Banking Day.
 “p” means the whole number specified as the Observation Look-back
Period  in  the  applicable  Pricing  Supplement,  such  number
representing  a  number  of  London  Banking  Days,  which  shall  in  any
event  be  no  less  than  five,  or  if  no  such  number  is  specified,  five
London Banking Days.
London Banking Day or LBD means any day on which commercial
banks  are  open  for  general  business  (including  dealing  in  foreign
exchange and foreign currency deposits) in London. 





	
	
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Observation  Period means,  in  relation  to  an  Interest  Period,  the
period from and including the date which is “p” London Banking Days
prior  to  the  first  day  of  such  Interest  Period  and  ending  on,  but
excluding,  the  date  which  is  “p”  London  Banking  Days  prior  to  the
Interest Payment Date for such Interest Period (or the date falling “p”
London Banking Days prior to such earlier date, if any, on which the
Notes become due and payable).
SONIA means the Sterling Overnight Index Average.
SONIA rate means,  in  respect  of  any  London  Banking  Day,  a
reference rate equal to the daily SONIA rate for such London Banking
Day  as  provided  by the  administrator  of  SONIA  to  authorised
distributors and as then published on the Relevant Screen Page (or, if
the Relevant Screen Page is unavailable, as otherwise published by
such authorised distributors) on the London Banking Day immediately
following such London Banking Day.
SONIAi-pLBD means, in respect of any London Banking Day “i” falling in
the relevant Interest Period, the SONIA rate for the London Banking
Day  falling  “p”  London  Banking  Days  prior  to  such  London  Banking
Day “i”.
 (iii) Benchmark Discontinuation
This  Condition  4(b)(iii)  applies  only  where  Screen  Rate  Determination  is
specified  in  the  applicable  Pricing  Supplement  as  the  manner  in  which  the
Rate of Interest is to be determined.
(A) Independent Adviser
Notwithstanding  Condition  4(b)(ii)(B)  and  Condition  4(b)(ii)(C),  if  a
Benchmark  Event  occurs  in  relation  to  an  Original  Reference  Rate
when any Rate of Interest (or any component part thereof) remains to
be determined by reference to such Original Reference Rate, then the
Issuer shall use its reasonable endeavours to appoint and consult with
an  Independent  Adviser,  as  soon  as  reasonably  practicable,  with  a
view  to  the  Issuer  determining  a  Successor  Rate,  failing  which  an
Alternative  Rate  (in  accordance  with  Condition  4(b)(iii)(B))  and,  in
either  case,  an  Adjustment  Spread  (if  any)  (in  accordance  with
Condition  4(b)(iii)(C))  and  any  Benchmark  Amendments  (in
accordance with Condition 4(b)(iii)(D)).
An Independent Adviser appointed pursuant to this Condition 4(b)(iii)
shall act in good faith and in a commercially reasonable manner and
in consultation with the Issuer. In the absence of bad faith or fraud, the
Independent Adviser shall have no liability whatsoever to the Trustee,
the  Paying  Agents  or  the  Noteholders  for  any  advice  given  to  the
Issuer  in  connection  with  any  determination  made  by  the  Issuer
pursuant to this Condition 4(b)(iii).
If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the
Issuer  fails  to  determine  a  Successor  Rate  or,  failing  which,  an 





	
	
 52
Alternative Rate in accordance with this Condition 4(b)(iii)(A) prior to
the  relevant  Interest  Determination  Date,  the  Rate  of  Interest
applicable to the next succeeding Interest Period shall be equal to the
Rate of Interest last determined in relation to the Notes in respect of
the immediately preceding Interest Period. If there has not been a first
Interest Payment Date, the Rate of Interest shall be the initial Rate of
Interest.  Where  a  different  Margin  (if  any)  or  Maximum  or  Minimum
Rate  of  Interest  is  to  be  applied  to  the  relevant  Interest  Period  from
that which applied to the last preceding Interest Period, the Margin (if
any) or Maximum or Minimum Rate of Interest relating to the relevant
Interest Period shall be substituted in place of the  Margin (if any) or
Maximum or Minimum Rate of Interest relating to that last preceding
Interest Period. For the avoidance of doubt, this sub-paragraph shall
apply  to  the  relevant  next  succeeding  Interest  Period  only  and  any
subsequent Interest Periods are subject to the subsequent operation
of, and to adjustment as provided in, this Condition 4(b)(iii).
(B) Successor Rate or Alternative Rate
If the Issuer, following consultation with the Independent Adviser and
acting  in  good  faith  and  in  a  commercially  reasonable  manner,
determines that:
(i) there  is  a  Successor  Rate,  then  such  Successor  Rate  shall
(subject  to  adjustment  as  provided  in  Condition  4(b)(iii)(C))
subsequently be used in place of the Original Reference Rate
to  determine  the  Rate  of  Interest  (or  the  relevant  component
part  thereof)  for  all  future  payments  of  interest  on  the  Notes
(subject to the operation of this Condition 4(b)(iii)); or
(ii) there  is  no  Successor  Rate  but  that  there  is  an  Alternative
Rate,  then  such  Alternative  Rate  shall  (subject  to  adjustment
as  provided  in  Condition  4(b)(iii)(C))  subsequently  be  used  in
place of the Original Reference Rate to determine the Rate of
Interest (or the relevant component part thereof) for all future
payments of interest on the Notes (subject to the operation of
this Condition 4(b)(iii)).
(C) Adjustment Spread
If the Issuer, following consultation with the Independent Adviser and
acting  in  good  faith  and  in  a  commercially  reasonable  manner,
determines (i) that an Adjustment Spread is required to be applied to
the Successor Rate or the Alternative Rate (as the case may be) and
(ii) the quantum of, or a formula or methodology for determining, such
Adjustment Spread, then such Adjustment Spread shall be applied to
the Successor Rate or the Alternative Rate (as the case may be).
(D) Benchmark Amendments
If  any  Successor  Rate,  Alternative  Rate  or  Adjustment  Spread  is
determined in accordance with this Condition 4(b)(iii) and the Issuer,
following consultation with the Independent Adviser and acting in good 





	
	
 53
faith  and  in  a  commercially  reasonable  manner,  determines  (i)  that
amendments to  these  Conditions,  the  Agency  Agreement  and/or  the
Trust  Deed  are  necessary  to  ensure  the  proper  operation  of  such
Successor  Rate,  Alternative  Rate  and/or  Adjustment  Spread  (such
amendments, the Benchmark Amendments) and (ii) the terms of the
Benchmark  Amendments,  then  the  Issuer  shall,  subject  to  giving
notice  thereof  in  accordance  with  Condition  4(b)(iii)(E),  without  any
requirement  for  the  consent  or  approval  of  Noteholders,  vary  these
Conditions,  the  Agency  Agreement  and/or  the  Trust  Deed  to  give
effect  to  such  Benchmark  Amendments  with  effect  from  the  date
specified in such notice.
At the request of the Issuer, but subject to receipt by the Trustee of a
certificate signed by two directors of the Issuer pursuant to Condition
4(b)(iii)(E),  the  Trustee  shall  (at  the  expense  and  direction  of  the
Issuer),  without  any  requirement  for  the  consent  or  approval  of  the
Noteholders,  be  obliged  to  use  its  reasonable  endeavours  to  concur
with  the  Issuer  in  effecting  any  Benchmark Amendments  (including,
inter alia, by the execution of a deed supplemental to or amending the
Trust  Deed)  and  the Trustee  shall  not  be  liable  to  any  party  for  any
consequences thereof, provided that the Trustee shall not be obliged
so  to  concur  if  in  the sole  opinion  of  the  Trustee  doing  so  would
impose more onerous obligations upon it or expose it to any additional
duties,  responsibilities  or  liabilities  or  reduce  or  amend  rights  and/or
the  protective  provisions  afforded  to the  Trustee  in  these  Conditions
and/or  any  documents  to  which  it  is  a  party  (including,  for  the
avoidance of doubt, any supplemental trust deed) in any way.
In  connection  with  any  such  variation  in  accordance  with  this
Condition  4(b)(iii)(D),  the  Issuer  shall  comply  with  the  rules  of  any
stock  exchange  on  which  the  Notes  are  for  the  time  being  listed  or
admitted to trading.
(E) Notices, etc.
Any  Successor  Rate,  Alternative  Rate,  Adjustment  Spread  and  the
specific terms of any Benchmark Amendments, determined under this
Condition 4(b)(iii) will be notified promptly by the Issuer to the Trustee,
the  Agent, the  Paying  Agents  and,  in  accordance  with  Condition  13,
the Noteholders. Such notice shall be irrevocable and shall specify the
effective date of the Benchmark Amendments (if any).
No later than notifying the Trustee of the same, the Issuer shall deliver
to the Trustee a certificate signed by two directors of the Issuer:
(i)  confirming  (a)  that  a  Benchmark  Event  has  occurred,  (b)  the
Successor Rate or, as the case may be, the Alternative Rate,
(c)  where  applicable,  any  Adjustment  Spread  and  (d)  the
specific  terms  of  any  Benchmark  Amendments,  in  each  case
as  determined  in  accordance  with  the  provisions  of  this
Condition 4(b)(iii); and 





	
	
 54
(ii) certifying  that  the  Benchmark  Amendments  are  necessary  to
ensure  the  proper  operation  of  such  Successor  Rate,
Alternative Rate and/or Adjustment Spread.
The  Trustee  shall  be  entitled  to  rely  on  such  certificate  (without
enquiry or liability to any person and without any obligation to verify or
investigate  the  accuracy  thereof)  as  sufficient  evidence  thereof.  The
Successor  Rate  or  Alternative  Rate  and  the  Adjustment  Spread  (if
any)  and  the  Benchmark  Amendments  (if  any)  specified  in  such
certificate will (in the absence of manifest error in the determination of
the Successor Rate or Alternative Rate and the Adjustment Spread (if
any) and the Benchmark Amendments (if any) and without prejudice
to  the  Trustee’s  ability  to  rely  on  such  certificate  as  aforesaid)  be
binding on the Issuer, the Trustee, the Agent, the Paying Agents and
the Noteholders. For the avoidance of doubt, the Trustee shall not be
liable to the Noteholders or any other person for so acting or relying
on such certificate, irrespective of whether any such modification is or
may be materially prejudicial to the interests of any such person.
(F) Survival of Original Reference Rate
Without  prejudice  to  the  obligations  of  the  Issuer  under  Condition
4(b)(iii)(A),  4(b)(iii)(B),  4(b)(iii)(C)  and  4(b)(iii)(D),  the  Original
Reference Rate and the fallback provisions provided for in Condition
4(b)(ii) will continue to apply unless and until a Benchmark Event has
occurred  and  the  Agent  has  been  notified  of  the  Successor  Rate  or
the  Alternative  Rate  (as  the  case  may  be),  and  any  Adjustment
Spread  and  Benchmark  Amendments,  in  accordance  with  Condition
4(b)(iii)(E).
(G) Definitions
As used in this Condition 4(b)(iii):
Adjustment Spread means either a spread (which may be positive or
negative), or the formula or methodology for calculating a spread, in
either  case,  which  the  Issuer,  following  consultation  with  the
Independent  Adviser  and  acting  in  good  faith  and  in  a  commercially
reasonable  manner,  determines  is  required  to  be  applied  to  the
Successor  Rate  or  the  Alternative  Rate  (as  the  case  may  be)  to
reduce or eliminate, to the fullest extent reasonably practicable in the
circumstances,  any  economic  prejudice  or  benefit  (as  the  case  may
be)  to  Noteholders  as  a  result  of  the  replacement  of  the  Original
Reference Rate with the Successor Rate or the Alternative Rate (as
the case may be) and is the spread, formula or methodology which:
(i) in the case of a Successor Rate, is formally recommended in
relation to the replacement of the Original Reference Rate with
the Successor Rate by any Relevant Nominating Body; or
(ii) (if no such recommendation has been made, or in the case of
an Alternative Rate) the Issuer, following consultation with the
Independent  Adviser  and  acting  in  good  faith  and  in  a 





	
	
 55
commercially reasonable manner determines, is recognised or
acknowledged  as  being the  industry  standard  for  over-the-
counter  derivative  transactions  which  reference  the  Original
Reference  Rate,  where  such  rate  has  been  replaced  by  the
Successor Rate or the Alternative Rate (as the case may be);
or
(iii) (if  the  Issuer  determines  that  no  such  industry  standard  is
recognised  or  acknowledged)  the  Issuer,  in  its  discretion,
following consultation with the Independent Adviser and acting
in  good  faith  and  in  a  commercially  reasonable  manner,
determines to be appropriate;
Alternative  Rate means  an  alternative  benchmark  or  screen  rate
which the Issuer, following consultation with the Independent Adviser
and  acting  in  good  faith  and  in  a  commercially  reasonable  manner,
determines in accordance with Condition 4(b)(iii)(B) has replaced the
Original Reference  Rate  in  customary  market  usage  in  the
international  debt  capital  markets  for  the  purposes  of  determining
floating rates of interest (or the relevant component part thereof) in the
same Specified Currency as the Notes;
Benchmark  Amendments has  the  meaning  given  to  it  in  Condition
4(b)(iii)(D);
Benchmark Event means:
(i) the Original Reference Rate ceasing be published for a period
of at least 5 Business Days or ceasing to exist; or
(ii) a  public  statement  by  the  administrator  of  the  Original
Reference  Rate  that  it  will,  by  a  specified  date  within  the
following six months, cease publishing the Original Reference
Rate  permanently  or  indefinitely  (in  circumstances  where  no
successor administrator has been appointed that will continue
publication of the Original Reference Rate); or
(iii) a public statement by the supervisor of the administrator of the
Original Reference Rate, that the Original Reference Rate has
been  or  will,  by  a  specified  date  within  the  following  six
months, be permanently or indefinitely discontinued; or
(iv) a public statement by the supervisor of the administrator of the
Original  Reference  Rate  as  a  consequence  of  which  the
Original  Reference  Rate  will  be  prohibited  from  being  used
either generally, or in respect of the Notes, in each case within
the following six months; or
(v) it  has  or  will  become  unlawful  for  the  Agent  or  the  Issuer  to
calculate  any  payments  due  to  be  made  to  any  Noteholders
using the Original Reference Rate; 





	
	
 56
Independent  Adviser means  an  independent  financial  institution  of
international  repute  or  an  independent  financial  adviser  with
appropriate  expertise  appointed  by  the  Issuer  at  its  own  expense
under Condition 4(b)(iii)(A) and notified in writing to the Trustee;
Original Reference Rate means the originally-specified benchmark or
screen rate (as applicable) used to determine the Rate of Interest (or
any component part thereof) on the Notes;
Relevant  Nominating  Body means,  in  respect  of  a  benchmark  or
screen rate (as applicable):
(i) the  central  bank  for  the  currency  to  which  the  benchmark  or
screen rate (as applicable) relates, or any central bank or other
supervisory  authority  which  is  responsible  for  supervising  the
administrator of the benchmark or screen rate (as applicable);
or
(ii) any working group or committee sponsored by, chaired or co-
chaired by or constituted at the request of (a) the central bank
for  the  currency  to  which  the  benchmark  or  screen  rate  (as
applicable)  relates,  (b)  any  central  bank  or  other  supervisory
authority which is responsible for supervising the administrator
of the benchmark or screen rate (as applicable), (c) a group of
the  aforementioned  central  banks  or  other  supervisory
authorities  or  (d)  the  Financial  Stability  Board  or  any  part
thereof; and
Successor Rate means a successor to or replacement of the Original
Reference  Rate  which  is  formally  recommended  by  any  Relevant
Nominating Body.
(iv) Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Pricing Supplement specifies a Minimum Rate of Interest for
any Interest Period, then, in the event that the Rate of Interest in respect of
such  Interest  Period  determined  in  accordance  with  the  provisions  of
Condition  4(b)(ii)  is  less  than  such  Minimum  Rate  of  Interest,  the  Rate  of
Interest for such Interest Period shall be such Minimum Rate of Interest.
If the applicable Pricing Supplement specifies a Maximum Rate of Interest for
any Interest Period, then, in the event that the Rate of Interest in respect of
such  Interest  Period  determined  in  accordance  with  the  provisions  of
Condition 4(b)(ii) is greater than such Maximum Rate of Interest, the Rate of
Interest for such Interest Period shall be such Maximum Rate of Interest.
(v) Determination of Rate of Interest and calculation of Interest Amounts
The  Agent,  in  the  case  of  Floating  Rate  Notes,  will  at  or  as  soon  as
practicable after each time at which the Rate of Interest is to be determined,
determine the Rate of Interest for the relevant Interest Period.  





	
	
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[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360
The  Agent  will  calculate  the  amount  of  interest  (the Interest  Amount)
payable  on  the  Floating  Rate  Notes  for  the  relevant  Interest  Period  by
applying the Rate of Interest to:
(A) in the case of Floating Rate Notes which are represented by a Global
Note,  the  aggregate  outstanding  nominal  amount  of  the  Notes
represented by such Global Note; or
(B) in the case of Floating Rate Notes in definitive  form, the Calculation
Amount,
and,  in  each  case,  multiplying  such  sum  by  the  applicable  Day  Count
Fraction,  and  rounding  the  resultant  figure  to  the  nearest  sub-unit  of  the
relevant Specified Currency, half of any such sub-unit being rounded upwards
or  otherwise  in  accordance  with  applicable  market  convention.  Where  the
Specified Denomination of a Floating Rate Note in definitive form is a multiple
of  the  Calculation  Amount,  the  Interest  Amount  payable  in  respect  of  such
Note shall be the product of the amount (determined in the manner provided
above) for the Calculation Amount and the amount by which the Calculation
Amount is multiplied to reach the Specified Denomination, without any further
rounding.
Day  Count  Fraction means,  in  respect  of  the  calculation  of  an  amount  of
interest in accordance with this Condition 4(b):
(I) if  “Actual/Actual  (ISDA)”  or  “Actual/Actual”  is  specified  in  the
applicable  Pricing  Supplement,  the  actual  number  of  days  in  the
Interest Period divided by 365 (or, if any portion of that Interest Period
falls in a leap year, the sum of (A) the actual number of days in that
portion of the Interest Period falling in a leap year divided by 366 and
(B)  the  actual  number  of  days  in  that  portion  of  the  Interest  Period
falling in a non-leap year divided by 365);
(II) if  “Actual/365  (Fixed)”  is  specified  in  the  applicable  Pricing
Supplement, the actual number of days in the Interest Period divided
by 365;
(III) if  “Actual/365  (Sterling)”  is  specified  in  the  applicable  Pricing
Supplement, the actual number of days in the Interest Period divided
by  365  or,  in  the  case  of  an  Interest  Payment  Date  falling  in  a  leap
year, 366;
(IV) if  “Actual/360”  is  specified  in  the  applicable  Pricing  Supplement,  the
actual number of days in the Interest Period divided by 360;
(V) if  “30/360”,  “360/360”  or  “Bond  Basis”  is  specified  in  the  applicable
Pricing Supplement, the number of days in the Interest Period divided
by 360 calculated on a formula basis as follows:

Day Count Fraction =
where: 





	
	
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[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360
 “Y1” is the year, expressed as a number, in which the first day of the
Interest Period falls;
 “Y2” is  the  year,  expressed  as  a  number,  in  which  the  day
immediately  following  the  last  day  included  in the  Interest
Period falls;
 “M1” is  the  calendar  month,  expressed  as  a  number,  in  which  the
first day of the Interest Period falls;
 “M2” is  the  calendar  month,  expressed  as  a  number,  in  which  the
day immediately following the last day included in the Interest
Period falls;
 “D1” is the first calendar day, expressed as a number, of the Interest
Period, unless such number is 31, in which case D1 will be 30;
and
 “D2” is  the  calendar  day,  expressed  as  a  number,  immediately
following  the  last  day  included  in  the  Interest  Period,  unless
such number would be 31 and D1 is greater than 29, in which
case D2 will be 30;
(VI) if “30E/360” or “Eurobond Basis” is specified in the applicable Pricing
Supplement, the number of days in the Interest Period divided by 360
calculated on a formula basis as follows:
Day Count Fraction =
where:
 “Y1” is the year, expressed as a number, in which the first day of the
Interest Period falls;
 “Y2” is  the  year,  expressed  as  a  number,  in  which  the  day
immediately  following  the  last  day  included  in  the  Interest
Period falls;
 “M1” is  the  calendar  month,  expressed  as  a  number,  in  which  the
first day of the Interest Period falls;
 “M2” is  the  calendar  month,  expressed  as  a  number,  in  which  the
day immediately following the last day included in the Interest
Period falls;
 “D1” is the first calendar day, expressed as a number, of the Interest
Period, unless such number would be 31, in which case D1 will
be 30; and
 “D2” is  the  calendar  day,  expressed  as  a  number,  immediately
following  the  last  day  included  in  the  Interest  Period,  unless
such number would be 31, in which case D2 will be 30; and 





	
	
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[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360
(VII) if “30E/360 (ISDA)” is specified in the applicable Pricing Supplement,
the number of days in the Interest Period divided by 360, calculated
on a formula basis as follows:
Day Count Fraction =
where:
 “Y1” is the year, expressed as a number, in which the first day of the
Interest Period falls;
 “Y2” is  the  year,  expressed  as  a  number,  in  which  the  day
immediately  following  the  last  day  included  in the  Interest
Period falls;
 “M1” is  the  calendar  month,  expressed  as  a  number,  in  which  the
first day of the Interest Period falls;
 “M2” is  the  calendar  month,  expressed  as  a  number,  in  which  the
day immediately following the last day included in the Interest
Period falls;
 “D1” is the first calendar day, expressed as a number, of the Interest
Period,  unless  (i)  that  day  is  the  last  day  of  February  or  (ii)
such number would be 31, in which case D1 will be 30; and
 “D2” is  the  calendar  day,  expressed  as  a  number,  immediately
following the last day included in the Interest Period, unless (i)
that day is the last day of February but not the Maturity Date or
(ii) such number would be 31, in which case D2 will be 30.

(vi) Linear Interpolation
Where Linear Interpolation is specified as applicable in respect of an Interest
Period  in  the  applicable  Pricing  Supplement,  the  Rate  of  Interest  for  such
Interest  Period  shall  be  calculated  by  the  Agent  by  straight  line  linear
interpolation by reference to two rates based on the relevant Reference Rate
(where Screen Rate Determination is specified as applicable in the applicable
Pricing  Supplement)  or  the  relevant  Floating  Rate  Option  (where  ISDA
Determination  is  specified  as  applicable  in  the  applicable  Pricing
Supplement), one of which shall be determined as if the Designated Maturity
were  the  period  of  time  for  which  rates  are  available  next  shorter  than  the
length  of  the  relevant  Interest  Period  and  the  other  of  which  shall  be
determined  as  if  the  Designated  Maturity  were  the  period of  time  for  which
rates are available next longer than the length of the relevant Interest Period,
provided  however  that  if  there  is  no  rate  available  for  a  period  of time  next
shorter or, as the case may be, next longer, then the Agent shall determine
such  rate  at  such  time  and  by  reference  to  such  sources  as  it  determines
appropriate. 





	
	
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Designated  Maturity means,  in  relation  to  Screen  Rate  Determination,  the
period of time designated in the Reference Rate.
(vii) Notification of Rate of Interest and Interest Amounts
The Agent will cause the Rate of Interest and each Interest Amount for each
Interest Period and the relevant Interest Payment Date to be notified to the
Issuer,  the  Trustee  and  each  competent  authority,  stock  exchange  and/or
quotation  system (if  any)  on  which  the relevant  Floating  Rate  Notes  are for
the time being listed, traded and/or quoted and (in accordance with Condition
13)  the  Noteholders  as  soon  as  possible  after  their  determination  but  in  no
event  later  than  the  fourth  London  Business  Day thereafter.  Each  Interest
Amount  and  Interest  Payment  Date  so  notified  may  subsequently  be
amended  (or  appropriate  alternative  arrangements  made  by  way  of
adjustment) without prior notice in the event of an extension or shortening of
the  Interest  Period.  Any  such  amendment  will  be  promptly  notified  to  each
competent  authority,  stock  exchange  and/or  quotation  system  (if  any)  on
which  the  relevant  Floating  Rate  Notes  are for  the  time  being  listed,  traded
and/or quoted and (in accordance with Condition 13) to the Noteholders. For
the  purposes  of  this  Condition  4(b)(vii),  the  expression London  Business
Day means a day (other than a Saturday or a Sunday) on which commercial
banks  and  foreign  exchange  markets  settle  payments  and  are  open  for
general business (including dealing in foreign exchange and foreign currency
deposits) in London.
 (viii) Certificates to be final
All  certificates,  communications,  opinions,  determinations,  calculations,
quotations  and  decisions  given,  expressed,  made  or  obtained  for  the
purposes of the provisions of this Condition 4(b) and, whether by the Agent
or, if applicable, the Trustee, shall (in the absence of wilful default, bad faith,
manifest error) be binding on the Issuer, the Agent, the other Paying Agents
and all Noteholders and Couponholders and (in the absence as aforesaid) no
liability to the Issuer, the Noteholders or the Couponholders shall attach to the
Agent  or,  if  applicable,  the  Trustee  in  connection  with  the  exercise  or  non-
exercise  by  it  of  its  powers,  duties  and  discretions  pursuant  to  such
provisions.
(c) Accrual of interest
Each Note (or in the case of the redemption of part only of a Note, that part only of
such Note) will cease to bear interest (if any) from the date for its redemption unless,
upon  due  presentation thereof,  payment  of  principal  is  improperly  withheld  or
refused. In such event, interest will continue to accrue as provided in the Trust Deed.
(d) Adjustment of Rate of Interest for Fixed Rate Notes and Floating Rate Notes
If  a  Step  Up  Rating  Change  and/or  Step  Down  Rating  Change  is  specified  in  the
applicable Pricing Supplement, the following terms relating to the Rate of Interest for
the Notes shall apply: 





	
	
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(i) The Rate of Interest payable on the Notes will be subject to adjustment from
time to time in the event of a Step Up Rating Change or a Step Down Rating
Change, as the case may be.
(ii) Subject to Conditions 4(d)(iv) and 4(d)(vii) below, from and including the first
Interest Payment Date following the date of a Step Up Rating Change, if any,
the Rate of Interest (in the case of Fixed Rate  Notes) or the Margin (in the
case of Floating Rate Notes) payable on the Notes shall be increased by the
Step Up Margin specified in the applicable Pricing Supplement.
(iii) Subject to Conditions 4(d)(iv) and 4(d)(vii), in the event of a Step Down Rating
Change following a Step Up Rating Change, with effect from and including the
first  Interest  Payment  Date  following  the  date  of  such  Step  Down  Rating
Change, the Rate of Interest (in the case of Fixed Rate Notes) or the Margin
(in the case of Floating Rate Notes) payable on the Notes shall be decreased
by the Step Up Margin back to the initial Rate of Interest (in the case of Fixed
Rate Notes) or the initial Margin (in the case of Floating Rate Notes).
(iv) If a Step Up Rating Change and, subsequently, a Step Down Rating Change
occur during the same Fixed Interest Period (in the case of Fixed Rate Notes)
or the same Interest Period (in the case of Floating Rate Notes), the Rate of
Interest  (in  the  case  of  Fixed  Rate  Notes)  or  the  Margin  (in  the  case  of
Floating Rate Notes) on the Notes shall be neither increased nor decreased
as a result of either such event.
(v) The  Issuer  shall  use  all  reasonable  efforts  to  maintain  credit  ratings  for  its
senior  unsecured  long-term  debt from  S&P.  If,  notwithstanding  such
reasonable  efforts,  S&P  fails  to  or  ceases  to  assign  a  credit  rating  to  the
Issuer’s senior unsecured long-term debt, the Issuer shall use all reasonable
efforts to obtain a credit rating of its senior unsecured long-term debt from a
substitute  rating  agency  that  shall  be  a  Statistical  Rating  Agency,  and
references in this Condition 4(d) to S&P or the credit ratings thereof shall be
to such substitute rating agency or, as the case may be, the equivalent credit
ratings thereof.
(vi) The Issuer will cause the occurrence of a Step Up Rating Change or a Step
Down  Rating  Change  giving  rise  to  an  adjustment  to  the  Rate  of  Interest
payable  on  the  Notes  pursuant  to  this  Condition  4(d)  to  be  notified  to  the
Trustee and the Agent and notice thereof to be published in accordance with
Condition 13 as soon as reasonably practicable after the occurrence of such
Step Up Rating Change or Step Down Rating Change, but in no event later
than the fifth London Business Day thereafter.
(vii) A Step Up Rating Change (if any) and a Step Down Rating Change (if any),
may only occur once each during the term of the Notes and shall (subject to
Condition 4(d)(iv)) give rise to an adjustment to the Rate of Interest payable
on the Notes.
(viii) If the rating designations employed by S&P are changed from those which are
described  in  this  Condition  4(d),  or  if  a  rating  is  procured  from  a  Statistical
Rating  Agency  and  the  rating  designations  employed  by  such  Statistical
Rating Agency are changed, the Issuer shall determine, with the agreement of
the  Trustee  (not  to  be  unreasonably  withheld  or  delayed)  the  rating 





	
	
 62
designations of S&P or such Statistical Rating Agency as are most equivalent
to the prior rating designations of S&P or such Statistical Rating Agency, as
the case may be.
(ix) The Trustee is under no obligation to ascertain whether a change in the rating
assigned to the Notes by S&P or any Additional Rating Agency has occurred
or  whether  there  has  been  a  failure  or  a  ceasing  by  S&P  or  any  Additional
Rating Agency to assign a credit rating to the Issuer’s senior unsecured long-
term debt and (until it shall have actual knowledge or express notice pursuant
to  the  Trust  Deed  to  the  contrary)  the  Trustee  may  assume  that  no  such
change  to  the  credit  rating  assigned  to  the  Notes  has  occurred  or  no  such
failure or ceasing by S&P or any Additional Rating Agency has occurred.
In these Conditions:
Additional  Rating  Agency means  a  Statistical  Rating  Agency  that  at  any  time
provides  a  solicited  rating  to  the  Issuer’s senior  unsecured  long-term  debt
obligations;
S&P means S&P Global Ratings Europe Limited, or its successor, established in the
European Union and registered under Regulation (EC) No. 1060/2009 (as amended);
Statistical  Rating  Agency means  Fitch  Ratings  Ltd.  (Fitch) or  Moody’s  Investors
Service  Ltd.  (Moody’s) or  their  respective  successors  or  such  other  rating  agency
the Trustee may approve, such approval not to be unreasonably withheld or delayed;
Step  Down  Rating  Change means  the first  public  announcement  after  a  Step  Up
Rating Change by S&P or an Additional Rating Agency of an increase in the credit
rating of the Issuer’s senior unsecured long-term debt with the result that (following
such  public  announcement(s)) the Issuer’s  senior  unsecured  debt  is  rated  BBB- or
higher  by  S&P  or  a  rating  equivalent  to  BBB- or  higher  by  an  Additional  Rating
Agency. For the avoidance of doubt, any further increases in the credit rating of the
Issuer’s senior unsecured long-term debt above BBB- (in the case of S&P) or above
a  rating  equivalent  to  BBB- (in  the  case  of  an  Additional  Rating  Agency)  shall  not
constitute a Step Down Rating Change; and
Step  Up  Rating  Change means  the  first  public  announcement  by  S&P  or  an
Additional  Rating  Agency  of  a  decrease  in  the  credit  rating  of  the  Issuer’s  senior
unsecured  long-term  debt  to  below  BBB- (in  the  case  of  S&P)  or  below  a  rating
equivalent to BBB- (in the case of an Additional Rating Agency). For the avoidance of
doubt, any further decrease in the credit rating of the Issuer’s senior unsecured long-
term debt from below BBB- (in the case of S&P) or below a rating equivalent to BBB-
(in  the case  of  an  Additional  Rating  Agency)  shall  not  constitute  a  Step  Up  Rating
Change.
5. PAYMENTS
(a) Method of payment
Subject as provided below:
(i) payments in a Specified Currency other than euro will be made by credit or
transfer to an account in the relevant Specified Currency maintained by the 





	
	
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payee  with  a  bank  in  the  principal  financial  centre  of  the  country  of  such
Specified  Currency  (which, if  the  Specified  Currency  is  Australian  dollars  or
New Zealand dollars, shall be Sydney or Auckland, respectively); and
(ii) payments in euro will be made by credit or transfer to a euro account (or any
other account to which euro may be credited or transferred) specified by the
payee.
Payments will be subject in all cases to (i) any fiscal or other laws and regulations
applicable thereto, but without prejudice to the provisions of Condition 7 and (ii) any
withholding  or  deduction  required  pursuant  to  an  agreement  described  in  Section
1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed
pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements
thereunder, and official interpretations thereof, or (without prejudice to the provisions
of Condition 7) any law implementing an intergovernmental approach thereto.
(b) Presentation of definitive Notes and Coupons
Payments of principal in respect of definitive Notes will (subject as provided below)
be  made  in  the  manner  provided  in  Condition  5(a)  only  against  presentation  and
surrender (or, in the case of part payment of any sum due, endorsement) of definitive
Notes,  and  payments  of  interest  in  respect  of  definitive  Notes  will  (subject  as
provided below) be made as aforesaid only against presentation and surrender (or, in
the case of part payment of any sum due, endorsement) of Coupons, in each case at
the specified office of any Paying Agent outside the United States (which expression,
as used herein, means the United States of America (including the States and the
District  of  Columbia,  its  territories,  its  possessions  and  other  areas  subject  to  its
jurisdiction)).
Fixed  Rate  Notes  in  definitive  form  (other  than  Long  Maturity  Notes  (as  defined
below))  should  be  presented  for  payment  together  with  all  unmatured  Coupons
appertaining thereto (which expression shall for this purpose include Coupons falling
to  be  issued  on  exchange  of  matured  Talons),  failing  which  the  amount  of  any
missing unmatured Coupon (or, in the case of payment not being made in full, the
same proportion of the amount of such missing unmatured Coupon as the sum so
paid  bears to the sum  due)  will  be  deducted from the  sum  due for  payment.  Each
amount of principal so deducted will be paid in the manner mentioned above against
surrender of the relative missing Coupon at any time before the expiry of 10 years
after  the  Relevant  Date  (as  defined  in  Condition  7)  in  respect  of  such  principal
(whether or not such Coupon would otherwise have become void under Condition 8)
or,  if  later,  five  years  from  the  date  on  which  such  Coupon  would  otherwise  have
become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its
Maturity  Date,  all  unmatured  Talons  (if any)  appertaining  thereto  will  become  void
and no further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note or Long Maturity Note in definitive
form becomes due and repayable, unmatured Coupons and Talons (if any) relating
thereto (whether or not attached) shall become void and no payment or, as the case
may  be,  exchange  for  further  Coupons  shall  be  made  in  respect  thereof.  A Long
Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue
had  a  Talon  attached) whose  nominal  amount on  issue  is  less  than the  aggregate 





	
	
 64
interest payable thereon provided that such Note shall cease to be a Long Maturity
Note  on  the  Interest  Payment  Date  on  which  the  aggregate  amount  of  interest
remaining to be paid after that date is less than the nominal amount of such Note.
If the due date for redemption of any definitive Note is not an Interest Payment Date,
interest (if any) accrued in respect of such Note from (and including) the preceding
Interest  Payment  Date  or,  as the  case  may  be,  the  Interest  Commencement  Date
shall be payable only against surrender of the relevant definitive Note.
(c) Payments in respect of Global Notes
Payments  of  principal  and  interest  (if  any)  in  respect  of  Notes  represented  by  any
Global Note will (subject as provided below) be made in the manner specified above
in  relation  to  definitive  Notes  or  otherwise  in  the  manner  specified  in  the  relevant
Global Note against presentation or surrender, as the case may be, of such Global
Note  at  the  specified  office  of  the  Agent.  A  record  of  each  payment  made  against
presentation or surrender of any Global Note, distinguishing between any payment of
principal and any payment of interest, will be made on such Global Note by the Agent
and such record shall be prima facie evidence that the payment in question has been
made.
(d) General provisions applicable to payments
The holder of a Global Note shall be the only person entitled to receive payments in
respect of Notes represented by such Global Note and the Issuer will be discharged
by payment to, or to the order of, the holder of such Global Note in respect of each
amount  so  paid.  Each  of  the  persons  shown  in  the  records  of  Euroclear  or
Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of
Notes represented by such Global Note must look solely to Euroclear or Clearstream,
Luxembourg,  as  the  case  may  be,  for  his  share  of  each  payment  so  made  by  the
Issuer to, or to the order of, the holder of such Global Note.
Notwithstanding  the  foregoing  provisions  of  this  Condition  5,  if  any  amount  of
principal  and/or  interest  in  respect  of  Notes  is  payable  in  U.S.  dollars,  such  U.S.
dollar payments of principal and/or interest in respect of such Notes will be made at
the specified office of a Paying Agent in the United States if:
(i) the  Issuer  has  appointed  Paying  Agents  with  specified  offices  outside  the
United States with the reasonable expectation that such Paying Agents would
be able to make payment in U.S. dollars at such specified offices outside the
United States of the full amount of principal and interest on the Notes in the
manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified
offices  outside  the  United  States  is  illegal  or  effectively  precluded  by
exchange controls or other similar restrictions on the full payment or receipt of
principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in
the opinion of the Issuer, adverse tax consequences to the Issuer.
(e) Payment Day 





	
	
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If  the  date  for  payment  of  any  amount  in  respect  of  any  Note  or  Coupon  is  not  a
Payment  Day,  the  holder  thereof  shall  not  be  entitled  to  payment  until  the  next
following  Payment  Day  in  the  relevant  place  and  shall  not  be  entitled  to  further
interest  or  other  payment  in  respect  of  such  delay.  For  these  purposes, Payment
Day means any day which (subject to Condition 8) is:
(i) a  day  on  which  commercial  banks  and  foreign  exchange  markets  settle
payments  and  are  open  for  general  business  (including  dealing  in  foreign
exchange and foreign currency deposits) in:
(A) (in the case of Notes held in definitive form only) the relevant place of
presentation;
 (B) each  Additional  Financial  Centre  specified  in  the  applicable  Pricing
Supplement; and
(ii) either (1) in relation to any sum payable in a Specified Currency other than
euro, a day on which commercial banks and foreign exchange markets settle
payments  and  are  open  for  general  business  (including  dealing  in  foreign
exchange  and  foreign  currency  deposits)  in  the  principal  financial  centre  of
the  country  of  the  relevant  Specified  Currency (which  if  the  Specified
Currency  is  Australian  dollars  or  New  Zealand  dollars  shall  be  Sydney  or
Auckland, respectively) or (2) in relation to any sum payable in euro, a day on
which the TARGET2 System is open.
(f) Interpretation of principal and interest
Any  reference  in  these  Conditions  to  principal  in  respect  of  the  Notes  shall  be
deemed to include, as applicable:
(i) any additional amounts which may be payable with respect to principal under
Condition 7 or under any undertaking or covenant given in addition thereto, or
in substitution therefor, pursuant to the Trust Deed;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the Notes;
(v) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in
Condition 6(e)); and
(vi) any  premium  and  any  other  amounts  (other  than interest)  which  may  be
payable by the Issuer under or in respect of the Notes.
Any reference in these Conditions to interest in respect of the Notes shall be deemed
to include, as applicable, any additional amounts which may be payable with respect
to interest under Condition 7 or under any undertaking or covenant given in addition
thereto, or in substitution therefor, pursuant to the Trust Deed.
6. REDEMPTION AND PURCHASE 





	
	
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(a) Redemption at maturity
Unless  previously  redeemed  or  purchased  and  cancelled  as specified  below,  each
Note will be redeemed by the Issuer at its Final Redemption Amount specified in the
applicable  Pricing  Supplement  in  the  relevant  Specified  Currency  on  the  Maturity
Date specified in the applicable Pricing Supplement.
(b) Redemption for tax reasons
The Notes may be redeemed at the option of the Issuer in whole, but not in part, at
any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if
this Note is a Floating Rate Note), on giving not less than the minimum period and
not  more  than  the  maximum  period  of  notice  specified  in  the  applicable  Pricing
Supplement  to  the  Trustee,  the  Agent  and  (in  accordance  with  Condition  13)  the
Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee as
soon as practicable before the giving of such notice that:
(i) on the occasion of the next payment due under the Notes, the Issuer has or
will become obliged to pay additional amounts as provided or referred to in
Condition  7  as  a  result  of  any  change in,  or  amendment  to,  the  laws  or
regulations of the United Kingdom, or any change in the application or official
interpretation  of  such  laws  or  regulations,  which  change  or  amendment
becomes  effective  on  or  after  the  date  on  which  agreement  is  reached  to
issue the first Tranche of the Notes; and
(ii) such obligation cannot be avoided by the Issuer taking reasonable measures
available to it,
provided that no such notice of redemption shall be given earlier than 90 days prior to
the  earliest  date  on  which  the Issuer  would  be  obliged  to  pay  such  additional
amounts were a payment in respect of the Notes then due.
Prior to the publication of any notice of redemption pursuant to this Condition 6(b),
the  Issuer  shall  deliver  to  the  Trustee  a  certificate  signed  by  two  Directors  of  the
Issuer stating that the Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the Issuer so
to  redeem  have  occurred,  and  an  opinion  of  independent  legal advisers  of
recognised standing to the effect that the Issuer has or will become obliged to pay
such additional amounts as a result of such change or amendment.
Notes  redeemed  pursuant  to  this  Condition  6(b)  will  be  redeemed  at  their  Early
Redemption Amount referred to in Condition 6(e) below together (if appropriate) with
interest accrued to (but excluding) the date of redemption.
(c) Redemption at the option of the Issuer (Issuer Call)
If  Issuer  Call  is  specified  in  the  applicable  Pricing  Supplement,  the Issuer  may,
having  given  not  less  than  the  minimum  period  and  not  more  than  the  maximum
period  of  notice  specified  in  the  applicable  Pricing  Supplement  to  the  Trustee,  the
Agent and (in accordance with Condition 13) the Noteholders (which notices shall be
irrevocable and shall specify the date fixed for redemption), redeem all or some only
of  the  Notes  then  outstanding  on  any  Optional  Redemption  Date(s)  and  at  the
Optional  Redemption  Amount(s)  specified  in  the  applicable  Pricing  Supplement 





	
	
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together, if appropriate, with interest accrued to (but excluding) the relevant Optional
Redemption Date(s). Upon expiry of such notice the Issuer shall be bound to redeem
the Notes accordingly.
If Spens Amount is specified in the Pricing Supplement as the Optional Redemption
Amount, the Optional Redemption Amount shall be an amount equal to the higher of
(i) 100 per cent. of the nominal amount outstanding of the Notes to be redeemed and
(ii) the nominal amount outstanding of the Notes to be redeemed multiplied by the
price,  as  reported  to  the  Issuer  and  the  Trustee  by  the  Independent  Financial
Adviser, at which the Gross Redemption Yield on such Notes on the Reference Date
is  equal  to  the  Gross  Redemption  Yield  (determined  by  reference  to  the  middle
market price) at the Quotation Time specified in the applicable Pricing Supplement
on the Reference Date of the Reference Bond, plus the Redemption Margin, all as
determined by the Independent Financial Adviser.
If  Make-Whole  Amount  is  specified  in  the  applicable  Pricing  Supplement  as  the
Optional Redemption Amount, the Optional Redemption Amount shall be an amount
calculated  by  the  Independent  Financial  Adviser equal  to  the  higher  of  (i)  100  per
cent. of the nominal amount outstanding of the Notes to be redeemed or (ii) the sum
of  the  present  values  of  the  nominal  amount  outstanding  of  the  Notes  to  be
redeemed  and  the  Remaining  Term  Interest  on  such  Note  (exclusive  of  interest
accrued  to  the  date  of  redemption)  discounted  to  the  date  of  redemption  on  an
annual basis at the Reference Bond Rate, plus the Redemption Margin.
Any  such  redemption  must  be  of  a  nominal  amount  not  less  than  the  Minimum
Redemption Amount and not more than the Maximum Redemption Amount, in each
case  as  may  be  specified  in  the  applicable  Pricing  Supplement. In  the  case  of  a
partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be
selected individually by lot (in the case of Redeemed Notes represented by definitive
Notes)  and  in  accordance  with  the  rules  of  Euroclear  and/or  Clearstream,
Luxembourg  (in  the  case  of  Redeemed  Notes  represented  by  a  Global  Note)  not
more than 30 days prior to the date fixed for redemption. In the case of Redeemed
Notes represented by definitive Notes, a list of the serial numbers of such Redeemed
Notes will be published in accordance with Condition 13 not less than 15 days prior
to the date fixed for redemption.
For the purposes of this Condition 6(c):
Gross Redemption Yield means, with respect to a security, the gross redemption
yield on such security, expressed as a percentage and calculated by the Independent
Financial  Adviser  on  the  basis  set  out  by  the  United  Kingdom  Debt  Management
Office in the paper “Formulae for Calculating Gilt Prices from Yields”, page 4, Section
One: Price/Yield Formulae “Conventional Gilts”; Double dated and Undated Gilts with
Assumed (or Actual) Redemption on a Quasi-Coupon Date” (published 8 June 1998,
as  amended  or  updated  from  time  to  time)  on  a  semi-annual  compounding  basis
(converted  to  an  annualised  yield  and  rounded  up  (if  necessary)  to  four  decimal
places) or on such other basis as the Trustee may approve;
IFA  Selected  Bond means  a  government  security  or  securities  selected  by  the
Independent  Financial  Adviser  as  having  an  actual  or  interpolated  maturity
comparable with the remaining term of the Notes that would be utilised, at the time of
selection and in accordance with customary financial practice, in pricing new issues 





	
	
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of corporate debt securities denominated in the same currency as the Notes and of a
comparable maturity to the remaining term of the Notes;
Independent  Financial  Adviser means  an  independent  financial  institution  of
international repute appointed by the Issuer at its own expense;
Redemption Margin shall be as set out in the applicable Pricing Supplement;
Reference Bond shall be as set out in the applicable Pricing Supplement or, if no
such  bond  is  set  out  or  if  such  bond  is  no  longer  outstanding,  shall  be  the  IFA
Selected Bond;
Reference  Bond  Price means,  with  respect  to  any  date  of  redemption,  (A)  the
arithmetic average of the Reference Government Bond Dealer Quotations for such
date  of  redemption,  after  excluding  the  highest  and  lowest  such  Reference
Government  Bond  Dealer  Quotations,  or  (B)  if  the  Independent  Financial  Adviser
obtains  fewer  than  four  such  Reference  Government  Bond  Dealer  Quotations,  the
arithmetic average of all such quotations;
Reference Bond Rate means, with respect to any date of redemption, the rate per
annum equal to the annual or semi-annual yield (as the case may be) to maturity or
interpolated  yield  to  maturity  (on  the  relevant  day  count  basis)  of  the  Reference
Bond, assuming a price for the Reference Bond (expressed as a percentage of its
nominal amount) equal to the Reference Bond Price for such date of redemption;
Reference Date will be set out in the relevant notice of redemption;
Reference  Government  Bond  Dealer means  each  of  five  banks  selected  by  the
Issuer (or the Independent Financial Adviser on its behalf), or their affiliates, which
are  (A)  primary  government  securities  dealers,  and  their  respective  successors,  or
(B) market makers in pricing corporate bond issues;
Reference  Government  Bond  Dealer  Quotations means,  with  respect  to  each
Reference  Government  Bond  Dealer  and  any  date  for  redemption,  the  arithmetic
average, as determined by the Independent Financial Adviser, of the bid and offered
prices  for  the  Reference  Bond  (expressed  in  each  case  as  a  percentage  of  its
nominal  amount)  at  the  Quotation  Time  specified  in  the  applicable  Pricing
Supplement  on  the  Reference  Date  quoted  in  writing  to  the  Independent  Financial
Adviser by such Reference Government Bond Dealer; and
Remaining Term Interest means, with respect to any Note, the aggregate amount of
scheduled payment(s) of interest on such Note for the remaining term of such Note
determined  on  the  basis  of  the  rate  of  interest  applicable  to  such  Note  from  (and
including) the date on which such Note is to be redeemed by the Issuer pursuant to
this Condition 6(c).
(d) Redemption at the option of the Noteholders (Investor Put)
If Investor Put is specified in the applicable Pricing Supplement, upon the holder of
any  Note  giving  to  the  Issuer  (in  accordance  with  Condition  13)  not  less  than  the
minimum  period  and  not  more  than  the  maximum  period  of  notice  specified  in  the
applicable Pricing  Supplement,  the  Issuer  will,  upon  the  expiry  of  such  notice,
redeem,  subject  to,  and  in  accordance  with,  the  terms  specified  in  the  applicable 





	
	
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Pricing Supplement, such Note on the Optional Redemption Date and at the Optional
Redemption Amount together, if appropriate, with interest accrued to (but excluding)
the  Optional  Redemption  Date.  It  may  be  that  before  an  Investor  Put  can  be
exercised, certain conditions and/or circumstances will need to be satisfied. Where
relevant, the provisions will be set out in the applicable Pricing Supplement.
To exercise the right to require redemption of this Note the holder of this Note under
this Condition 6(d) must deliver, at the specified office of any Paying Agent at any
time  during  normal  business  hours  of  such  Paying  Agent  falling  within  the  notice
period, a duly completed and signed notice of exercise in the form (for the time being
current) obtainable from any specified office of any Paying Agent (a Put Notice) and
in  which  the  holder  must  specify  a  bank  account  to  which  payment  is  to  be  made
under this Condition 6(d) accompanied by, if this Note is in definitive form, this Note
or evidence satisfactory to the Paying Agent concerned that this Note will, following
delivery of the Put Notice, be held to its order or under its control.
If  the  Notes  are  represented  by  a  Global  Note  or  are  in  definitive  form  and  held
through Euroclear and/ or Clearstream, Luxembourg, to exercise the right to require
redemption of the Notes held by it the Noteholder must give notice of such exercise
in  accordance  with  the  standard  procedures  of  Euroclear  and  Clearstream,
Luxembourg (which may include notice being given on his instruction by Euroclear or
Clearstream,  Luxembourg  or  any  common  depositary  for  them  to  the  Agent  by
electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg
from  time  to  time.  Any  Put  Notice  or  other  notice  given  in  accordance  with  the
standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of
any Note pursuant to this Condition 6(d) shall be irrevocable except where, prior to
the due date of redemption, an Event of Default has occurred and the Trustee has
declared  the  Notes  to  be  due  and  payable  pursuant  to  Condition  9  in  which  event
such  holder,  at  its  option,  may  elect  by  notice  to  the  Issuer  to  withdraw  the  notice
given pursuant to this Condition 6(d).
(e) Early Redemption Amounts
For the purpose of Condition 6(b) above, Condition 6(f) below and Condition 9, each
Note will be redeemed at its Early Redemption Amount calculated as follows:
(i) in  the  case  of  a  Note  with  a  Final  Redemption  Amount  equal  to  the  Issue
Price, at the Final Redemption Amount thereof;
(ii) in  the  case  of  a  Note  (other  than  a  Zero  Coupon  Note)  with  a  Final
Redemption Amount which is or may be less or greater than the Issue Price
or which is payable in a Specified Currency other than that in which the Note
is denominated, at the amount specified in the applicable Pricing Supplement
or,  if  no  such  amount  or  manner  is  so  specified  in  the  applicable  Pricing
Supplement, at its nominal amount; or
(iii) in  the  case  of  a  Zero  Coupon  Note,  at  an  amount  (the Amortised  Face
Amount) calculated in accordance with the following formula:
Early Redemption Amount = RP x (1 + AY)y
where:  





	
	
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 “RP” means the Reference Price;
 “AY” means the Accrual Yield expressed as a decimal; and
 “y” is  the  Day  Count  Fraction  specified  in  the  applicable  Pricing
Supplement  which  will  be  either  (i)  30/360  (in  which  case  the
numerator will be equal to the number of days (calculated on the basis
of a 360-day year consisting of 12 months of 30 days each) from (and
including)  the  Issue  Date  of  the  first  Tranche  of  the  Notes  to  (but
excluding) the date fixed for redemption or (as the case may be) the
date  upon  which  such  Note  becomes  due and  repayable  and  the
denominator will be 360); (ii) Actual/360 (in which case the numerator
will  be  equal  to  the  actual  number  of  days  from  (and  including)  the
Issue Date of the first Tranche of the Notes to (but excluding) the date
fixed  for  redemption  or  (as  the  case  may  be)  the  date  upon  which
such  Note  becomes  due  and  repayable  and  the  denominator  will  be
360); or (iii) Actual/365 (in which case the numerator will be equal to
the actual number of days from (and including) the Issue Date of the
first  Tranche  of  the  Notes  to  (but  excluding)  the  date  fixed  for
redemption or (as the case may be) the date upon which such Note
becomes due and repayable and the denominator will be 365).
(f) Event Risk
(A) A Put Event will be deemed to occur if:
(i) any  person or  any  persons  acting  in  concert  (as  defined  in  the  City
Code on Takeovers and Mergers), other than a holding company (as
defined  in  Section  1159  of  the  Companies  Act  2006  as  amended)
whose shareholders are or are to be substantially similar to the pre-
existing shareholders of the Issuer, shall become interested (within the
meaning  of  Part  22  of  the  Companies  Act  2006  as  amended)  in  (a)
more than 50 per cent. of the issued or allotted ordinary share capital
of the Issuer  or  (b)  shares  in  the  capital  of the Issuer  carrying  more
than 50 per cent. of the voting rights normally exercisable at a general
meeting of the Issuer (each, a Change of Control); and
(ii) at the time of the occurrence of a Change of Control, the Notes carry
from any Rating Agency an investment grade credit rating (Baa3/BBB-
, or equivalent, or better), and such rating from any Rating Agency is
within a period ending 120 days after announcement of the Change of
Control having occurred (or such longer period as the Notes are under
consideration,  announced  publicly  within  such  120  day  period,  for
rating  review)  either  downgraded  to  a  non-investment  grade  credit
rating (Ba1/BB+, or equivalent, or worse) or withdrawn; and
(iii) in  making  the  relevant  decision(s)  referred  to  above,  the  relevant
Rating Agency announces publicly or confirms in writing to the Issuer
or the Trustee that such decision(s) resulted, in whole or in part, from
the occurrence of the Change of Control.
Further, (a) if at the time of the occurrence of the Change of Control the Notes
carry  a  non-investment  grade  credit  rating  from  each  Rating  Agency,  then 





	
	
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assigning  a  credit  rating  to  the  Notes  or  no  credit  rating  from  any  Rating
Agency,  a  Put  Event  will  be  deemed  to  occur  upon  the  occurrence  of  a
Change  of  Control  alone;  and  (b) if  at  the  time  of  the  occurrence  of  the
Change  of  Control  the  Notes  carry  a  rating  from  more  than  one  Rating
Agency, at least one of which is investment grade, then Condition 6(f)(ii) will
apply.
(B) If  a  Put  Event  occurs,  each  Noteholder  shall  have  the  option  to require  the
Issuer to redeem or repay that Note on the Put Date (as defined below) at its
Early Redemption Amount together with interest accrued to but excluding the
date of redemption or purchase. Such option shall operate as set out below.
(C) Promptly upon the Issuer becoming aware that a Put Event has occurred the
Issuer shall, and at any time upon the Trustee becoming similarly so aware
the Trustee may, and if so requested by the holders of at least one-quarter in
nominal  amount  of  the  Notes  then  outstanding  or  if  so  directed  by  an
Extraordinary  Resolution  of  the  Noteholders,  shall  (subject  in  each  case  to
being indemnified and/or secured and/or pre-funded to its satisfaction), give
notice (a Put Event Notice) to the Noteholders in accordance with Condition
13 specifying the nature of the Put Event and the procedure for exercising the
option contained in this Condition 6(f).
(D) To  exercise  the  option  to  require  the  redemption  or  repayment  of  a  Note
under  this  Condition  6(f)  the  holder  of  the  Note  must,  if  the  Notes  are  in
definitive  form  and  held  outside  Euroclear  and  Clearstream,  Luxembourg,
deliver such Note, on any Payment Day (as defined in Condition 5(e)) falling
within  the  period  (the Put  Period)  of  45  days  after  a  Put  Event  Notice  is
given,  at  the  specified  office  of  any  Paying  Agent,  accompanied  by  a  duly
signed  and  completed  notice  of  exercise  in  the  form  (for  the  time  being
current) obtainable from the specified office of any Paying Agent (a Change
of  Control  Put  Notice).  The  Note  should be  delivered  together  with  all
Coupons  appertaining  thereto  maturing  after  the  date  which  is  seven  days
after  the  expiration  of  the  Put  Period  (the Put  Date),  failing  which  (unless
these Conditions provide that the relevant Coupons are to become void upon
the  due  date  for  redemption  of  such  Notes)  the  Paying  Agent  will  require
payment of an amount equal to the face value of any missing such Coupon.
Any amount so paid will be reimbursed in the manner provided in Condition 5
against  presentation  and  surrender  of  the  relevant  missing  Coupon  (or  any
replacement therefore issued pursuant to Condition 10) at any time after such
payment,  but  before the  expiry  of  the  period  of 10  years from  the  Relevant
Date (as defined in Condition 7) in respect of that Coupon. The Paying Agent
to which such Note and Change of Control Put Notice are delivered will issue
to the Noteholder concerned a non-transferable receipt in respect of the Note
so delivered. If the Notes are represented by a Global Note or are in definitive
form and  held  through  Euroclear  and/  or  Clearstream,  Luxembourg,  to
exercise the right to require redemption of the Notes held by it the Noteholder
must, within the Put Period, give notice of such exercise in accordance with
the standard procedures of Euroclear and Clearstream, Luxembourg (which
may  include  notice  being  given  on  his  instruction  by  Euroclear  or
Clearstream, Luxembourg or any common depositary for them to the Agent
by  electronic  means)  in  a  form  acceptable  to  Euroclear  and  Clearstream,
Luxembourg from time to time and, at the same time, present or procure the
presentation of the relevant Global Note to the Agent for notation accordingly. 





	
	
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Payment in respect of any Note so delivered will be made, if the holder duly
specified  a  bank  account  in  the  Change  of  Control  Put  Notice  to  which
payment is to be made, on the Put Date by transfer to that bank account and,
in  every  other  case,  on  or  after  the  Put  Date  against  presentation  and
surrender  or  (as  the  case  may  be)  endorsement  of  such  receipt  at  the
specified  office  of  any  Paying  Agent.  Payment  in  respect  of  any  Notes
represented by a Global Note or in definitive form and held through Euroclear
and/or Clearstream, Luxembourg in respect of which the relevant Noteholder
has exercised the option given under this Condition 6(f) will be made on the
Put Date. A Change of Control Put Notice, once given, shall be irrevocable.
The Issuer shall redeem or repay the relevant Notes on the Put Date unless
previously redeemed and cancelled.
If 80 per cent. or more in nominal amount of the Notes then outstanding have
been  redeemed  pursuant  to  this  Condition  6(f), the  Issuer may,  on  not  less
than 30 or more than 60 days’ notice to the Noteholders given within 30 days
after the Put Date, redeem, at its option, the remaining Notes as a whole at a
redemption  price  of  the  Early  Redemption  Amount  thereof  plus  interest
accrued to but excluding the date of such redemption.
(E) If  the  rating  designations  employed  by  any  of  Fitch,  Moody’s  or  S&P  are
changed from those which are described in Condition 6(f)(A)(ii), or if a rating
is procured from an Additional Rating Agency, the Issuer shall determine, with
the agreement of the Trustee (not to be unreasonably withheld or delayed),
the  rating  designations  of  Fitch,  Moody’s  or  S&P  or  such Additional  Rating
Agency  (as  appropriate)  as  are  most  equivalent  to  the  prior  rating
designations of Fitch, Moody’s or S&P and Condition 6(f)(A)(ii) shall be read
accordingly.
(F) The  Trustee  is  under  no  obligation  to  ascertain  whether  a  Put  Event  or
Change  of  Control  or  any  event  which  could  lead  to  the  occurrence  of  or
could constitute a Put Event or Change of Control has occurred and, until it
shall have actual knowledge or express notice pursuant to the Trust Deed to
the contrary, the Trustee may assume that no Put Event or Change of Control
or other such event has occurred.
(G) In  these  Conditions, Rating  Agency means  Fitch,  Moody’s  or  S&P  or  their
respective  successors  or  any  rating  agency  (a Substitute  Rating  Agency)
substituted  for  any  of  them  by  the  Issuer  from  time  to  time  with  the  prior
written approval of the Trustee.
(g) Purchases
The Issuer or any Subsidiary of the Issuer may at any time purchase Notes (provided
that, in the case of definitive Notes, all unmatured Coupons and Talons appertaining
thereto are purchased therewith) at any price in the open market or otherwise. Such
Notes may be held, reissued, resold or, at the option of the Issuer, surrendered to
any Paying Agent for cancellation.
(h) Cancellation
All Notes which are redeemed will forthwith be cancelled (together with all unmatured
Coupons  and  Talons  attached  thereto  or  surrendered  therewith  at  the  time  of 





	
	
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redemption).  All  Notes  so  cancelled  and  any  Notes  purchased  and  cancelled
pursuant  to  Condition  6(g)  (together  with  all  unmatured  Coupons  and  Talons
cancelled  therewith)  shall  be  forwarded  to  the  Agent  and  cannot  be  reissued  or
resold.
(i) Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon redemption of such
Zero  Coupon  Note  pursuant  to Condition  6(a),  6(b),  6(c),  6(d)  or  6(f)  or  upon  its
becoming  due  and  repayable  as  provided  in  Condition  9  is  improperly  withheld  or
refused, the amount due and repayable in respect of such Zero Coupon Note shall
be the amount calculated as provided in Condition 6(e)(iii) as though the references
therein to the date fixed for the redemption or the date upon which such Zero Coupon
Note becomes due and payable were replaced by references to the date which is the
earlier of:
(i) the date on which all amounts due in respect of such Zero Coupon Note have
been paid; and
(ii) five  days  after the  date on  which  the full  amount  of  the moneys  payable  in
respect of such Zero Coupon Notes has been received by the Trustee or the
Agent (as the case may be) and notice to that effect has been given to the
Noteholders (in accordance with Condition 13).
7. TAXATION
All payments of principal and interest in respect of the Notes and Coupons by or on behalf of
the Issuer will be made without withholding or deduction for or on account of any present or
future  taxes  or  duties  of  whatever  nature  imposed  or  levied  by  or  on  behalf  of  the  United
Kingdom unless such withholding or deduction is required by law. In such event, the Issuer
will  pay  such  additional  amounts  as  shall  be  necessary  in  order  that  the  net  amounts
received by the holders of the Notes or Coupons after such withholding or deduction shall
equal  the  respective  amounts  of  principal  and  interest  which  would  otherwise  have  been
receivable in respect of the Notes or Coupons, as the case may be, in the absence of such
withholding  or  deduction;  except  that  no  such  additional  amounts  shall  be  payable  with
respect to any Note or Coupon:
(a) presented for payment in the United Kingdom; or
(b) presented  for  payment  by  or  on  behalf  of  a  holder  who  is  liable  for  such  taxes  or
duties in respect of such Note or Coupon by reason of his having some connection
with the United Kingdom other than the mere holding of such Note or Coupon; or
(c) presented for payment more than 30 days after the Relevant Date (as defined below)
except to the extent that the holder thereof would have been entitled to an additional
amount on presenting the same for payment on such 30th day assuming that day to
have been a Payment Day (as defined in Condition 5(e)).
As used in these Conditions, the Relevant Date means the date on which such payment first
becomes  due,  except  that,  if  the  full  amount  of  the  moneys  payable  has  not  been  duly
received by the Trustee or the Agent (as the case may be) on or prior to such due date, it
means the date on which, the full amount of such moneys having been so received, notice to
that effect is duly given to the Noteholders in accordance with Condition 13. 





	
	
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8. PRESCRIPTION
The Notes and Coupons will become void unless presented for payment within a period of
10 years (in the case of principal) and five years (in the case of interest) after the Relevant
Date (as defined in Condition 7) therefor.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon
the  claim  for  payment  in  respect  of  which  would  be  void  pursuant  to  this  Condition  8  or
Condition 5(b) or any Talon which would be void pursuant to Condition 5(b).
9. EVENTS OF DEFAULT
(a) Events of Default
The Trustee at its discretion may, and if so requested in writing by the holders of at
least one-quarter in nominal amount of the Notes then outstanding or if so directed
by  an  Extraordinary  Resolution  shall  (subject  in  each  case  to  being  indemnified
and/or  secured  and/or  pre-funded  to  its  satisfaction), (but  in  the  case  of  the
happening of any of the events described in Conditions 9(a)(ii) to 9(a)(viii) inclusive
(other than Condition 9(a)(iv) in relation to the Issuer), only if the Trustee shall have
certified in writing to the Issuer that such event is, in its opinion, materially prejudicial
to the interests of the Noteholders), give notice in writing to the Issuer that the Notes
are, and they shall thereupon immediately become, due and repayable at their Early
Redemption Amount together with accrued interest as provided in the Trust Deed if
any of the following events shall occur (Events of Default):
(i) if default is made in the payment of any principal or interest due in respect of
the Notes or any of them and the default continues for a period of seven days
(in the case of principal) or 14 days (in the case of interest); or
(ii) if  the  Issuer  fails  to  perform  or  observe  any  of  its  other  obligations  under
these  Conditions  or  the  Trust  Deed  and  (except  in  any  case  where,  in  the
opinion  of  the  Trustee,  the  failure  is  incapable  of  remedy  when  no  such
continuation  and  notice  as  is  hereinafter  mentioned  will  be  required)  the
failure  continues  for  the  period  of  30  days  (or  such  longer  period  as  the
Trustee may permit) next following the service by the Trustee on the Issuer of
notice requiring the same to be remedied; or
(iii) (A) if any Indebtedness for Borrowed Money (as defined below) of the Issuer
or any of its Principal Subsidiaries becomes due and repayable prematurely
by reason of an event of default (however described); or (B) if the Issuer or
any of its Principal Subsidiaries fails to make any payment in respect of any
Indebtedness for Borrowed Money on the due date for payment as extended
by any originally applicable grace period; or (C) if any security given by the
Issuer or any of its Principal Subsidiaries for any Indebtedness for Borrowed
Money becomes enforceable by reason of default; or (D) if default is made by
the Issuer or any of its Principal Subsidiaries in making any payment due as
extended  by  any  originally  applicable  grace  period  under  any  guarantee
and/or  indemnity  given  by  it  in  relation  to  any  Indebtedness  for  Borrowed
Money  of  any  other  person,  provided  that  no  event  referred  to  in  this
Condition  9(a)(iii)  shall  constitute  an  Event  of  Default  (I)  unless  the  relative
Indebtedness  for  Borrowed  Money  either  alone  or  when  aggregated  with
other  Indebtedness  for  Borrowed  Money  relative  to  all  (if  any)  other  such 





	
	
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events which shall have occurred shall amount to at least £20,000,000 (or its
equivalent in any other currency) and (II) where such event has occurred in
relation to Indebtedness for Borrowed Money of a Principal Subsidiary at the
time  such  company  becomes  a  Principal  Subsidiary  through  acquisition  by
the  Issuer  or  a  Subsidiary  of  the  Issuer,  unless  such  event  continues  for  a
period of seven days after the date of such acquisition, if such default is in
respect  of  interest  on  any  Indebtedness  for  Borrowed  Money  and  (in  any
other case) 14 days (or such longer period as the Trustee may permit) after
the date of such acquisition; or
(iv) if  any  order  is  made  by  any  competent  court  or  resolution  passed  for  the
winding  up  or  dissolution  of  the  Issuer  or  any  of  its  Principal  Subsidiaries,
save  for  the  purposes  of  an  amalgamation,  merger,  consolidation,
reorganisation, reconstruction or other similar arrangement (A) in the case of
a  Principal  Subsidiary  not  involving  or  arising  out  of  the  insolvency  of  such
Principal Subsidiary and under which all or substantially all of its assets are
transferred to  the  Issuer  or  any  of  its  Subsidiaries;  or  (B)  in  the  case  of  a
Principal  Subsidiary  under  which  all  or  substantially  all  of  its  assets  are
transferred  to  a  third  party  or  parties  (whether  associated  or  not)  for  full
consideration received by the Issuer or a Subsidiary on an arm’s length basis;
or (C) in the case of a Principal Subsidiary under which all or substantially all
of its assets are transferred and the transferee is or immediately upon such
transfer becomes a Principal Subsidiary; or (D) on terms previously approved
in writing by the Trustee or by an Extraordinary Resolution of the Noteholders;
or
(v) if the Issuer or any of its Principal Subsidiaries ceases or threatens to cease
to carry on the whole or substantially the whole of its business, save (A) in the
case of a Principal Subsidiary for the purposes of an amalgamation, merger,
consolidation, reorganisation, reconstruction or other similar arrangement, (i)
not involving or arising out of the insolvency of such Principal Subsidiary and
under which all or substantially all of its assets are transferred to the Issuer or
any of its Subsidiaries or (ii) under which all or substantially all of its assets
are  transferred  and  the  transferee  is  or  immediately  upon  such  transfer
becomes  a  Principal  Subsidiary  or  (iii)  the  terms  of  which  have  been
previously approved by the Trustee or by an Extraordinary Resolution of the
Noteholders;  or  (B)  in  the  case  of  a  Principal  Subsidiary  where  all  or
substantially all of its assets are transferred to a third party or parties (whether
associated or not) for full consideration received by the Issuer or a Subsidiary
on  an  arm’s  length  basis  (save  where  such  transfer  would  otherwise  cause
the Issuer itself to cease the whole or substantially the whole of its business);
or (C) in the case of a Principal Subsidiary which is a Principal Subsidiary by
virtue only of part (B) of the definition of Principal Subsidiary, provided that at
the time of such cessation or threatened cessation such Principal Subsidiary
is not in default in respect of any Indebtedness for Borrowed Money or any
guarantee and/or indemnity given by such Principal Subsidiary in respect of
any Indebtedness for Borrowed Money; or
(vi) if  the  Issuer  or  any  of  its  Principal  Subsidiaries  stops  or  threatens  to  stop
payment of, or is unable to, or admits inability to, pay, its debts (or any class
of its debts) as they fall due, or is deemed unable to pay its debts pursuant to
or for the purposes of any applicable law, or is adjudicated or found bankrupt
or insolvent; or 





	
	
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(vii) if  (A)  proceedings  are  initiated  against  the  Issuer  or  any  of  its  Principal
Subsidiaries  under  any  applicable  liquidation,  insolvency,  composition,
reorganisation or other similar laws and, other than in respect of the Issuer or
Rentokil  Initial  1927  plc,  such  proceedings  are not  being  contested  in  good
faith,  or  an  application  is  made  for  the  appointment  of  an  administrative  or
other receiver, manager, administrator or other similar official and, other than
in  respect  of  the  Issuer  or  Rentokil  Initial  1927  plc,  such  application  is  not
being contested in good faith, or an administrative or other receiver, manager,
administrator or other similar official is appointed, in relation to the Issuer or
any  of  its  Principal  Subsidiaries  or,  as  the  case  may  be,  in  relation  to  the
whole or a substantial part of the undertaking or assets of any of them, or a
distress,  execution,  attachment,  sequestration  or  other  process  is  levied,
enforced upon, sued out or put in force against the whole or substantially the
whole of the undertaking or assets of any of them and (B) in any case (other
than  the  appointment  of  an  administrator)  are/is  not  discharged  within  45
days; or
(viii) if  the  Issuer  or  any  of  its  Principal  Subsidiaries  consents  to  judicial
proceedings relating  to  itself  under  any  applicable  liquidation,  insolvency,
composition, reorganisation or other similar laws or makes a conveyance or
assignment  for  the  benefit  of,  or  enters  into  any  composition  or  other
arrangement with, its creditors generally (or any class of its creditors) or any
meeting  is  convened  to  consider  a  proposal  for  an  arrangement  or
composition with its creditors generally (or any class of its creditors), save in
any such case for the purposes of an amalgamation, merger, consolidation,
reorganisation,  reconstruction  or  other  similar  arrangement  on  terms
previously  approved  in  writing  by  the  Trustee  or  by  an  Extraordinary
Resolution of the Noteholders.
(b) Enforcement
(i) The Trustee may at any time, at its discretion and without notice, take such
proceedings against the Issuer as it may think fit to enforce the provisions of
the Trust Deed, the Notes and the Coupons, but it shall not be bound to take
any such proceedings or any other action in relation to the Trust Deed, the
Notes  or  the  Coupons  unless  (A)  it  shall  have  been  so  directed  by  an
Extraordinary Resolution of the Noteholders or so requested in writing by the
holders of at least one-quarter in aggregate nominal amount of the Notes then
outstanding;  and  (B)  it  shall  have  been  indemnified  and/or  secured  and/or
pre-funded to its satisfaction.
(ii) No Noteholder or Couponholder shall be entitled to proceed directly against
the Issuer unless the Trustee, having become bound so to proceed, fails so to
do within a reasonable period and the failure shall be continuing.
(c) Definitions
For the purposes of this Condition 9:
Principal Subsidiary at any time shall mean a Subsidiary of the Issuer inter alia:
(A) whose  operating  profits  (or,  if  the  Subsidiary  in  question  prepares
consolidated accounts, whose total consolidated operating profits) attributable 





	
	
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to  the  Issuer  represent  not  less  than  10  per  cent.  of  the  consolidated
operating  profits  of  the  Issuer  and  its  Subsidiaries  taken  as  a  whole,  all  as
calculated  by  reference  to  the  then  latest  audited  accounts  (unconsolidated
or, as the case may be, consolidated) of the Subsidiary and the then latest
audited consolidated accounts of the Issuer and its Subsidiaries; or
(B) which has Indebtedness for Borrowed Money outstanding (or available under
a  committed  bank  facility)  in  an  amount  of  at  least  £25,000,000  (or  its
equivalent in any other currency); or
(C) to which is transferred the whole or substantially the whole of the undertaking
and assets of a Subsidiary of the Issuer which immediately before the transfer
is a Principal Subsidiary,
all as more particularly defined in the Trust Deed; and
Indebtedness  for  Borrowed  Money means  (a)  any  indebtedness  (whether  being
principal, premium, interest or other amounts) for or in respect of any notes, bonds,
debentures,  debenture  stock,  loan  stock  or  other  securities  other  than  which  is
indebtedness owed to an entity within the Group; or (b) any borrowed money other
than money borrowed by one entity within the Group from another entity within the
Group; or (c) any liability under or in respect of any acceptance or acceptance credit.
10. REPLACEMENT OF NOTES, COUPONS AND TALONS
Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the specified office of the Agent upon payment by the claimant of such costs and
expenses as may be incurred in connection therewith and on such terms as to evidence and
indemnity  as  the  Issuer  may  reasonably  require.  Mutilated  or  defaced  Notes,  Coupons  or
Talons must be surrendered before replacements will be issued.
11. PAYING AGENTS
The names of the initial Paying Agents and their initial specified offices are set out below. If
any  additional  Paying  Agents  are  appointed  in  connection  with  any  Series,  the  names  of
such Paying Agents will be specified in Part B of the applicable Pricing Supplement.
The Issuer is entitled (with the prior written approval of the Trustee) to vary or terminate the
appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or
approve any change in the specified office through which any Paying Agent acts, provided
that:
(a) there will at all times be an Agent;
(b) so  long  as  the  Notes  are  admitted  to  listing,  trading  and/or  quotation  by  any
competent  authority,  stock  exchange  and/or  quotation  system  which  requires  the
appointment  of  a  Paying  Agent  in  a  particular  place,  the  Issuer  shall  maintain  a
Paying Agent with a specified office in such place as may be required by the rules
and regulations of the relevant competent authority, stock exchange and/or quotation
system; and
(c) there  will  at  all  times  be  a  Paying  Agent  within  Europe,  other  than  in  the  United
Kingdom.  





	
	
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In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New
York  City  in  the circumstances  described  in  Condition  5(d).  Any  variation,  termination,
appointment or change shall only take effect (other than in the case of insolvency, when it
shall  be  of  immediate  effect)  after  not  less  than  30  nor  more  than  45  days’  prior  notice
thereof shall have been given to the Noteholders in accordance with Condition 13.
In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer
and  (in  certain  limited  circumstances  specified therein)  of  the Trustee  and  do  not  assume
any obligation to, or relationship of agency or trust with, any Noteholders or Couponholders.
The  Agency  Agreement  contains  provisions  permitting  any  entity  into  which  any  Paying
Agent is merged or converted or with which it is consolidated or to which it transfers all or
substantially all of its assets to become the successor paying agent.
12. EXCHANGE OF TALONS
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon
sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at
the specified office of the Agent or any other Paying Agent in exchange for a further Coupon
sheet including (if such further Coupon sheet does not include Coupons to (and including)
the final date for the payment of interest due in respect of the Note to which it appertains) a
further Talon, subject to the provisions of Condition 8.
13. NOTICES
All notices regarding the Notes will be deemed to be validly given if published in a leading
English  language  daily  newspaper  of general  circulation  in  London  or  such  other  English
language daily newspaper with general circulation in Europe as the Trustee may approve. It
is expected that such publication will be made in the Financial Times in London. For so long
as  the  Notes  are  admitted  to  listing,  trading  and/or  quotation  by  any  competent  authority,
stock exchange and/or quotation system, the Issuer shall also ensure that notices are duly
published  in  a  manner  which  complies  with  the  rules  and  regulations  of  the  relevant
competent authority,  stock  exchange  and/or  quotation  system.  Any  such  notice  will  be
deemed  to  have  been  given  on  the  date  of  the  first  publication  or,  where  required  to  be
published  in  more  than  one  newspaper,  on  the  date  of  the  first  publication  in  all  required
newspapers. If publication as provided above is not practicable, notice will be given in such
other manner, and shall be deemed to have been given on such date, as the Trustee may
approve. Couponholders will be deemed for all purposes to have notice of the contents of
any notice given to the Noteholders in accordance with this Condition 13.
Until such time as any definitive Notes are issued, there may, so long as any Global Notes
representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream,
Luxembourg,  be  substituted  for  such  publication  in  such  newspaper(s)  the  delivery  of  the
relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to
the holders of the Notes and, in addition, for so long as any Notes are admitted to listing,
trading  and/or  quotation  by  any  competent  authority,  stock  exchange  and/or  quotation
system and the rules and regulations of the relevant competent authority, stock exchange
and/or quotation  system  so  require, such  notice  will be  published  in  a  daily  newspaper  of
general  circulation  in  the  place  or  places  required  by  that  competent  authority,  stock
exchange and/or quotation system. Any such notice shall be deemed to have been given to
the holders of the Notes on the second Business Day after the day on which the said notice
was given to Euroclear and/or Clearstream, Luxembourg. 





	
	
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Notices to be given by  any Noteholder shall be in  writing and given by lodging the same,
together (in the case of any Note in definitive form) with the relative Note or Notes, with the
Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given
by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as
the  case  may  be,  in  such  manner  as  the  Agent and  Euroclear  and/or  Clearstream,
Luxembourg, as the case may be, may approve for this purpose.
14. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION
The Trust Deed contains provisions for convening meetings of the Noteholders to consider
any matter affecting their interests, including the sanctioning by Extraordinary Resolution of
a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a
meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer
upon the requisition of Noteholders holding not less than five per cent. in nominal amount of
the Notes for the time being outstanding. The quorum at any such meeting for passing an
Extraordinary Resolution is one or more persons holding or representing more than 50 per
cent.  in  nominal  amount  of  the  Notes  for  the  time  being  outstanding,  or  at  any  adjourned
meeting  one  or  more  persons  being  or  representing  Noteholders  whatever  the  nominal
amount  of  the  Notes  so  held  or  represented,  except  that  at  any  meeting  the  business  of
which  includes  the  modification  of  certain  provisions  of  the  Notes  or  the  Coupons  or  the
Trust Deed (including (but not limited to) modifying (i) the dates of maturity or redemption of
the Notes or any date for payment of interest thereon; (ii) reducing or cancelling the amount
of principal or the rate of interest payable in respect of the Notes; or (iii) altering the currency
of payment of the Notes or the Coupons), the quorum shall be one or more persons holding
or representing not less than two-thirds in nominal amount of the Notes for the time being
outstanding, or at any adjourned such meeting one or more persons holding or representing
not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. An
Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all
the Noteholders, whether or not they are present at the meeting, and on all Couponholders.
The Trust Deed provides that a resolution, with or without notice, in writing signed by or on
behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of
Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution
duly passed at a meeting of the Noteholders. Such a resolution in writing may be contained
in one document or several documents in the same form, each signed by or on behalf of one
or more Noteholders.
The Trust Deed contains provisions for convening a single meeting of holders of Notes of
more than one Series in certain circumstances where the Trustee so decides.
The Trustee may agree, without the consent of the Noteholders or Couponholders, to any
modification of, or to the waiver or authorisation of any breach or proposed breach of, any of
the provisions of the Notes or the Trust Deed, or determine, without any such consent as
aforesaid, that any Event of Default or potential Event of Default shall not be treated as such,
where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the
interests of the Noteholders so to do or may agree, without any such consent as aforesaid,
to any modification which is of a formal, minor or technical nature or to correct a manifest
error or an error which is in the opinion of the Trustee, proven.  In addition, the Trustee shall
be  obliged  to  concur  with  the  Issuer  in  effecting  any  Benchmark  Amendments  in  the
circumstances  and  as  otherwise  set  out  in  Condition  4(b)(iii)  without  the  consent  of  the
Noteholders. 





	
	
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In connection with the exercise by it of any of its trusts, powers, authorities and discretions
(including,  without  limitation,  any  modification,  waiver,  authorisation  or  determination),  the
Trustee shall have regard to the general interests of the Noteholders as a class (but shall not
have regard to any interests arising from circumstances particular to individual Noteholders
or Couponholders whatever their number) and, in particular but without limitation, shall not
have  regard  to  the  consequences  of  any  such  exercise  for  individual  Noteholders  or
Couponholders (whatever their number) resulting from their being for any purpose domiciled
or  resident  in,  or  otherwise  connected  with,  or  subject to  the  jurisdiction  of,  any  particular
territory or any political sub-division thereof and the Trustee shall not be entitled to require,
nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Trustee
or any other person any indemnification or payment in respect of any tax consequences of
any  such  exercise  upon  individual  Noteholders  or  Couponholders  except  to  the  extent
already provided for in Condition 7 and/or any undertaking or covenant given in addition to,
or in substitution for, Condition 7 pursuant to the Trust Deed.
Any such modification shall be binding on the Noteholders and the Couponholders and any
such  modification  shall  be  notified  to  the  Noteholders  in  accordance  with  Condition  13  as
soon as practicable thereafter.
The  Trustee  may,  without  the  consent  of  the  Noteholders,  agree  with  the  Issuer  to  the
substitution in place of the Issuer (or of any previous substitute under this Condition 14) as
the  principal  debtor  under  the  Notes,  Coupons  and  the  Trust  Deed  of  another  company,
being  a  Subsidiary  of  the  Issuer  or  a  parent  undertaking  of  the  Issuer,  subject  to  (a)  the
Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced
by the substitution and (b) certain other conditions set out in the Trust Deed being complied
with.
15. INDEMNIFICATION  OF  THE  TRUSTEE  AND  ITS  CONTRACTING  WITH  THE
ISSUER
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief
from  responsibility,  including  provisions  relieving  it  from  taking  action  unless  indemnified
and/or secured and/or pre-funded to its satisfaction.
The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia,
(i) to enter into business transactions with the Issuer and/or any of its Subsidiaries and to act
as trustee for the holders of any other securities issued or guaranteed by, or relating to, the
Issuer and/or any of its Subsidiaries; (ii) to exercise and enforce its rights, comply with its
obligations  and  perform  its  duties  under  or  in  relation  to  any  such  transactions  or,  as  the
case may be, any such trusteeship without regard to the interests of, or consequences for,
the  Noteholders  or  Couponholders;  and  (iii)  to  retain  and  not  be  liable  to  account  for  any
profit made or any other amount or benefit received thereby or in connection therewith.
16. FURTHER ISSUES
The Issuer shall be at liberty from time to time without the consent of the Noteholders or the
Couponholders (and in accordance with the Trust Deed) to create and issue further notes
having terms and conditions the same as the Notes or the same in all respects save for the
Issue Date, the amount and date of the first payment of interest thereon and/or the Issue
Price  and  so  that  the  same  shall  be  consolidated  and  form  a  single  Series  with  the
outstanding  Notes.  The  Issuer  may  (from  time  to  time),  with  the  consent  of  the  Trustee,
create and issue other series of notes having the benefit of the Trust Deed. 





	
	
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17. ROUNDING
For  the  purposes  of  any  calculations  referred  to  in  these  Conditions  (unless  otherwise
specified  in  these  Conditions  or  the  applicable Pricing  Supplement),  (a)  all  percentages
resulting from such calculations will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per
cent.); (b) all United States dollar amounts used in or resulting from such calculations will be
rounded  to  the  nearest  cent  (with  one  half  cent  being  rounded  up);  (c)  all  Japanese  Yen
amounts used in or resulting from such calculations will be rounded downwards to the next
lower whole Japanese Yen amount; and (d) all amounts denominated in any other currency
used in or resulting from such calculations will be rounded to the nearest two decimal places
in such currency, with 0.005 being rounded upwards.
18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of the Notes but this does not affect any right or remedy of any person
which exists or is available apart from that Act.
19. GOVERNING LAW
The  Trust  Deed,  the  Agency  Agreement,  the  Notes  and  the  Coupons  (and  all  non-
contractual  obligations  arising  out  of  or  in  connection  with  the  Trust  Deed,  the  Agency
Agreement,  the  Notes  and  the  Coupons)  are  governed  by,  and  shall  be  construed  in
accordance with, English law.


AGENT

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom


PAYING AGENT

HSBC Institutional Trust Services (Ireland) Limited
1 Grand Canal Square
Grand Canal Harbour
Dublin 2
Ireland 





	
	
 82
THE SECOND SCHEDULE

FORMS OF GLOBAL AND DEFINITIVE NOTES, COUPONS AND TALONS

PART I

FORM OF TEMPORARY GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING
THE  LIMITATIONS PROVIDED  IN  SECTIONS 165(j)  AND  1287(a) OF  THE  INTERNAL
REVENUE CODE.]1


RENTOKIL INITIAL PLC
(the "Issuer")
(incorporated with limited liability under the laws of England with registration number 5393279)

TEMPORARY GLOBAL NOTE

This Note is a Temporary Global Note in respect of a duly authorised issue of Notes of the Issuer (the
"Notes")  of  the  Nominal  Amount, Specified  Currency(ies)  and  Specified  Denomination(s)  as  are
specified in the Pricing Supplement applicable to the Notes (the "Pricing Supplement"), a copy of
which is annexed hereto.  References herein to the Conditions shall be to the Terms and Conditions of
the Notes as set out in the First Schedule to the Trust Deed (as defined below) as supplemented by the
Pricing Supplement but, in the event of any conflict between the provisions of the said Conditions and
the information in the Pricing Supplement, the Pricing Supplement will prevail.

Words  and  expressions  defined  in  the  Conditions  shall  bear the  same  meanings  when  used  in  this
Global Note.

This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such
Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed")
dated 9 December 2005 and made between the Issuer and HSBC Corporate Trustee Company (UK)
Limited (as successor to HSBC Trustee (C.I.) Limited) as trustee for the holders of the Notes.

For value received, the Issuer, subject as hereinafter provided and subject to and in accordance with
the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or
on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and
repayable  in  accordance  with  the  Conditions  and  the  Trust  Deed,  the  amount  payable  under  the
Conditions  in respect of such  Notes  on each such  date  and to pay interest (if any) on the  nominal
amount  of the  Notes from  time  to  time  represented  by  this  Global  Note  calculated  and  payable  as
provided  in  the  Conditions  and  the  Trust  Deed  together  with  any  other  sums  payable  under  the
Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note at
the specified office of the Agent at 8 Canada Square, London E14 5HQ, or such other specified office
as may be specified for this purpose in accordance with the Conditions or at the specified office of
any  of  the  other  Paying  Agents  located  outside  the  United  States,  its  territories  and  possessions
(except as provided  in the Conditions) from time  to time  appointed by the  Issuer in respect of the
Notes.

On any redemption or payment of interest being made in respect of, or purchase and cancellation of,
any of the Notes represented by this Global Note details of such redemption, payment, purchase and

1  Delete where the original maturity of the Notes is 365 days or less. 





	
	
 83
cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto
and the relevant space in Schedule One hereto recording any such redemption, payment, purchase and
cancellation  (as  the  case  may  be)  shall  be  signed  by  or  on  behalf  of  the  Issuer.    Upon any  such
redemption or purchase  and  cancellation  the  nominal  amount  of  this  Global  Note  and  the  Notes
represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed
or purchased and cancelled.  The nominal amount from time to time of this Global Note and of the
Notes represented by this Global Note following any such redemption or purchase and cancellation as
aforesaid or any exchange as referred to below shall be the nominal amount most recently entered in
the relevant column in Part II or III of Schedule One hereto or in Schedule Two hereto.

Payments of principal and interest (if any) due prior to the Exchange Date (as defined below) will
only be made to the bearer hereof to the extent that there is presented to the Agent by Clearstream
Banking S.A. ("Clearstream, Luxembourg") or Euroclear Bank SA/NV ("Euroclear") a certificate
to the effect that it has received from or in respect of a person entitled to a particular nominal amount
of  the  Notes  represented  by  this  Global Note  (as  shown  by  its  records)  a  certificate of  non-US
beneficial ownership in the form required by it.  The bearer of this Global Note will not (unless upon
due presentation of this Global Note for exchange, delivery of the appropriate number of Definitive
Notes (together, if applicable, with the Coupons and Talons appertaining thereto in or substantially in
the forms set out in Parts III, IV and V of the Second Schedule to the Trust Deed) or, as the case may
be,  issue  and  delivery  (or,  as  the  case  may  be, endorsement)  of  the  Permanent  Global  Note  is
improperly withheld or refused and such withholding or refusal is continuing at the relevant payment
date) be entitled to receive any payment hereon due on or after the Exchange Date.

On or after the date (the "Exchange Date") which is 40 days after the Issue Date, this Global Note
may be exchanged (free of charge) in whole or in part for, as specified in the Pricing Supplement,
either Definitive Notes and (if applicable) Coupons and/or Talons (on the basis that all the appropriate
details have been included on the face of such Definitive Notes and (if applicable) Coupons and/or
Talons  and  the  relevant  information  supplementing,  the  Conditions  appearing  in  the Pricing
Supplement has been endorsed on or attached to such Definitive Notes) or a Permanent Global Note
in or substantially in the form set out in Part II of the Second Schedule to the Trust Deed (together
with  the Pricing  Supplement attached  thereto)  upon  notice  being  given  by  Euroclear  and/or
Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note
and  subject,  in  the  case  of  Definitive  Notes,  to  such  notice  period  as  is  specified  in  the Pricing
Supplement.

If Definitive Notes and (if applicable) Coupons and/or Talons have already been issued in exchange
for all the Notes represented for the time being by the Permanent Global Note, then this Global Note
may  only  thereafter  be  exchanged  for  Definitive  Notes  and  (if  applicable)  Coupons  and/or  Talons
pursuant to the terms hereof.

Presentation of this Global Note for exchange shall be made by the bearer hereof on any day (other
than a Saturday or Sunday) on which banks are open for business in London at the office of the Agent
specified above.  The Issuer shall procure that Definitive Notes or (as the case may be) the Permanent
Global Note shall be so issued and delivered in exchange for only that portion of this Global Note in
respect  of  which  there  shall  have  been  presented  to  the  Agent  by  Euroclear  or  Clearstream,
Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a
particular nominal amount of the Notes represented by this Global Note (as shown by its records) of
non-US beneficial ownership in the form required by it.

On an exchange of the whole of this Global Note, this Global Note shall be surrendered to the Agent.
On an exchange of part only of this Global Note, details of such exchange shall be entered by or on
behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording
such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this 





	
	
 84
Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of
this Global Note so exchanged.  On any exchange of this Global Note for a Permanent Global Note,
details  of  such  exchange  shall  be  entered  by  or  on  behalf  of  the  Issuer  in  Schedule  Two  to  the
Permanent Global Note and the relevant space in Schedule Two thereto recording such exchange shall
be signed by or on behalf of the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall (subject as
provided in the next paragraph) in all respects (except as otherwise provided herein) be entitled to the
same benefits as if he were the bearer of Definitive Notes and the relative Coupons and/or Talons (if
any) in the form(s) set out in Parts III, IV and V (as applicable) of the Second Schedule to the Trust
Deed.

Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in
the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of
the Notes represented by this Global Note (in which regard any certificate or other document issued
by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in the case of manifest
error) shall be treated by the Issuer, the Trustee, the Agent and any other Paying Agent as the holder
of  such  nominal  amount  of  such  Notes  for  all  purposes  other than  with  respect  to  the  payment  of
principal and interest on such nominal amount of such Notes, the right to which shall be vested, as
against the Issuer, solely in the bearer of this Global Note in accordance with and subject to the terms
of this Global Note and the Trust Deed.

This Global Note is governed by, and shall be construed in accordance with, English law.

A person who is not a party to this Global Note has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy
of a third party which exists or is available apart from that Act.

This Global Note shall not be valid unless authenticated by HSBC Bank plc as Agent.

IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by
a person duly authorised on its behalf.

Issued as of [  ].

RENTOKIL INITIAL PLC


By: .....................................................
      Duly Authorised


Authenticated by
HSBC Bank plc
as Agent.


By: .....................................................
    Authorised Officer


 





	
	
 85
Schedule One

PART I

INTEREST PAYMENTS





Date made


Interest Payment
Date


Total amount of
interest payable


Amount of
interest paid
Confirmation of
payment by or on
behalf of the
Issuer

______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________ 





	
	
 86
 PART II

REDEMPTIONS




Date
made


Total amount
of principal
payable



Amount of
principal paid
Remaining nominal
amount of this
Global Note
following such
redemption*

Confirmation of
redemption by or
on behalf of the
Issuer

______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________

* See most recent entry in Part II or III  or Schedule Two in order to determine this amount.
 





	
	
 87
PART III

PURCHASES AND CANCELLATIONS





Date
made


Part of nominal amount
of this Global Note
purchased and cancelled
Remaining nominal
amount of this Global
Note following such
purchase and
cancellation*


Confirmation of purchase
and cancellation by or on
behalf of the Issuer

_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________

* See most recent entry in Part II or III or Schedule Two in order to determine this amount. 





	
	
 88
Schedule Two

EXCHANGES
FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE


The following exchanges of a part of this Global Note for Definitive Notes or a part of a Permanent
Global Note have been made:



Date
made
Nominal amount of this
Global Note exchanged for
Definitive Notes or a part
of a Permanent Global Note

Remaining nominal amount
of this Global Note
following such exchange*


Notation made by or on
behalf of the Issuer

________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________

* See most recent entry in Part II or III of Schedule One or in this Schedule Two in order to determine this amount. 





	
	
 89
PART II

FORM OF PERMANENT GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING
THE  LIMITATIONS PROVIDED  IN  SECTIONS  165(j)  AND  1287(a) OF  THE  INTERNAL
REVENUE CODE.]1


RENTOKIL INITIAL PLC
(the "Issuer")
(incorporated with limited liability under the laws of England with registration number 5393279)


PERMANENT GLOBAL NOTE

This Note is a Permanent Global Note in respect of a duly authorised issue of Notes of the Issuer (the
"Notes")  of  the  Nominal  Amount,  Specified  Currency(ies)  and  Specified  Denomination(s)  as  are
specified in the Pricing Supplement applicable to the Notes (the "Pricing Supplement"), a copy of
which is annexed hereto.  References herein to the Conditions shall be to the Terms and Conditions of
the Notes as set out in the First Schedule to the Trust Deed (as defined below) as supplemented by the
Pricing Supplement but, in the event of any conflict between the provisions of the said Conditions and
the information in the Pricing Supplement, the Pricing Supplement will prevail.

Words  and  expressions  defined  in  the  Conditions  shall  bear the  same  meanings  when  used  in  this
Global Note.

This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such
Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed")
dated 9 December 2005 and made between the Issuer and HSBC Corporate Trustee Company (UK)
Limited (as successor to HSBC Trustee (C.I.) Limited) as trustee for the holders of the Notes.

For value received, the Issuer, subject to and in accordance with the Conditions and the Trust Deed,
promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as all or any
of the Notes represented by this Global Note may become due and repayable in accordance with the
Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on
each such date  and to pay interest (if any) on the  nominal amount of the  Notes from time  to time
represented by this Global Note calculated and payable as provided in the Conditions and the Trust
Deed  together  with  any  other  sums  payable  under  the  Conditions  and  the  Trust  Deed,  upon
presentation and, at maturity, surrender of this Global Note at the specified office of the Agent at 8
Canada Square, London E14 5HQ, England or such other specified office as may be specified for this
purpose in accordance with the Conditions or at the specified office of any of the other Paying Agents
located outside the United States, its territories and possessions (except as provided in the Conditions)
from time to time appointed by the Issuer in respect of the Notes.

On any redemption or payment interest being made in respect of, or purchase and cancellation of, any
of  the  Notes  represented  by  this  Global  Note  details  of  such  redemption,  payment,  purchase and
cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto
and the relevant space in Schedule One hereto recording any such redemption, payment, purchase and
cancellation  (as  the  case  may  be)  shall  be  signed by  or  on  behalf  of  the  Issuer.    Upon  any  such
redemption or purchase  and  cancellation  the  nominal  amount  of  this  Global  Note  and  the  Notes

1  Delete where the original maturity of the Notes is 365 days or less. 





	
	
 90
represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed
or purchased and cancelled.  The nominal amount from time to time of this Global Note and of the
Notes represented by this Global Note following any such redemption or purchase and cancellation as
aforesaid or any exchange as referred to below shall be the nominal amount most recently entered in
the relevant column in Part II or III of Schedule One hereto or in Schedule Two hereto.

Where TEFRA D is specified in the applicable Pricing Supplement, the Notes will initially have been
represented by a Temporary Global Note.  On any exchange of such Temporary Global Note issued in
respect of the Notes for this Global Note or any part hereof, details of such exchange shall be entered
by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto
recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount
of this Global Note and the Notes represented by this Global Note shall be increased by the nominal
amount of the Temporary Global Note so exchanged.

This Global Note may be exchanged (free of charge) in whole, but not in part, for Definitive Notes
and (if applicable) Coupons and/or Talons in or substantially in the forms set out in Parts III, IV, V
and VI of the Second Schedule to the Trust Deed (on the basis that all the appropriate details have
been included on the face of such Definitive Notes and (if applicable) Coupons and/or Talons and the
relevant  information  supplementing  the  Conditions  appearing  in  the Pricing  Supplement has  been
endorsed  on  or  attached  to  such  Definitive  Notes)  either,  as  specified  in  the  applicable Pricing
Supplement:

(i) upon not less than 60 days' written notice being given to the Agent by Euroclear Bank SA/NV
("Euroclear")  and/or  Clearstream  Banking S.A. ("Clearstream,  Luxembourg")  (acting  on
the instructions of any holder of an interest in this Global Note); or

(ii) upon the occurrence of an Exchange Event.

 An "Exchange Event" means:

(1) an Event of Default has occurred and is continuing;

(2) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have
been closed for business for a continuous period of 14 days (other than by reason of
holiday, statutory or otherwise) or have announced an intention permanently to cease
business or have in fact done so and no successor clearing system satisfactory to the
Trustee is available; or

(3) the Issuer has or will become subject to adverse tax consequences which would not be
suffered were the Notes in definitive form and a certificate to such effect from two
Directors of the Issuer has been given to the Trustee.

If  this  Global  Note  represents  Notes  having  denominations  consisting  of  a  minimum  Specified
Denomination and integral multiples of a smaller amount thereabove then it may only be exchanged
for definitive Notes upon an Exchange Event.

If this Global Note is exchangeable following the occurrence of an Exchange Event:

 (i) the Issuer will promptly give notice to Noteholders in accordance with Condition 13
upon the occurrence of such Exchange Event; and

 (ii) Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder
of  an  interest  in  this  Global  Note)  or  the  Trustee  may  give  notice  to  the  Agent 





	
	
 91
requesting  exchange  and,  in  the  event  of  the  occurrence  of  an  Exchange  Event  as
described  in  (3)  above,  the  Issuer  may  also  give  notice  to  the  Agent  requesting
exchange.

Any such exchange shall occur on a date specified in the notice not more than 45 days after the date of
receipt of the first relevant notice by the Agent.

The  first notice requesting exchange  in accordance with the  above  provisions  shall give  rise to the
issue of Definitive Notes for the total nominal amount of Notes represented by this Global Note.

Any such exchange  as aforesaid will be  made upon presentation of this  Global Note  by the  bearer
hereof on any day (other than a Saturday or Sunday) on which banks are open for business in London
at the office of the Agent specified above.

The aggregate nominal amount of Definitive Notes issued upon an exchange of this Global Note will
be equal to the aggregate nominal amount of this Global Note.  Upon exchange of this Global Note for
Definitive Notes, the Agent shall cancel it or procure that it is cancelled.

Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall (subject as
provided in the next paragraph) in all respects be entitled to the same benefits as if he were the bearer
of Definitive Notes and the relative, Coupons and/or Talons (if any) in the form(s) set out in Parts III,
IV and V (as applicable) of the Second Schedule to the Trust Deed.

Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in
the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of
the Notes represented by this Global Note (in which regard any certificate or other document issued by
Euroclear  or  Clearstream,  Luxembourg  as  to  the  nominal  amount  of  such  Notes  standing  to  the
account of any person shall be conclusive and binding for all purposes save in the case of manifest
error) shall be treated by the Issuer, the Trustee, the Agent and any other Paying Agent as the holder of
such  nominal  amount  of  such  Notes  for  all  purposes  other  than  with  respect  to  the  payment  of
principal and interest on such nominal amount of such Notes, the right to which shall be vested, as
against the Issuer, solely in the bearer of this Global Note in accordance with and subject to the terms
of this Global Note and the Trust Deed.

This Global Note is governed by, and shall be construed in accordance with, English law.

A person who is  not a  party to this  Global Note has no right under the  Contracts (Rights  of Third
Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy
of a third party which exists or is available apart from that Act.

This Global Note shall not be valid unless authenticated by HSBC Bank plc as Agent.
 





	
	
 92
IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by
a person duly authorised on its behalf.

Issued as of [  ].


RENTOKIL INITIAL PLC


By: .....................................................
      Duly Authorised

Authenticated by
HSBC Bank plc
as Agent.


By: .....................................................
    Authorised Officer

 





	
	
 93
Schedule One

PART I

INTEREST PAYMENTS





Date made


Interest Payment
Date


Total amount of
interest payable


Amount of
interest paid
Confirmation of
payment by or on
behalf of the
Issuer

______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
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 94
 PART II

REDEMPTIONS





Date
made


Total amount
of principal
payable



Amount of
principal paid
Remaining nominal
amount of this
Global Note
following such
redemption*


Confirmation of
redemption by or on
behalf of the Issuer

_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________

* See most recent entry in Part II or III or Schedule Two in order to determine this amount.
 





	
	
 95
PART III

PURCHASES AND CANCELLATIONS





Date
made


Part of nominal amount of
this Global Note
purchased and cancelled
Remaining nominal
amount of this Global
Note following such
purchase and
cancellation*


Confirmation of purchase
and cancellation by or on
behalf of the Issuer

_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________

* See most recent entry in Part II or III or Schedule Two in order to determine this amount. 





	
	
 96
Schedule Two

EXCHANGES






Date made

Nominal amount of
Temporary Global
Note exchanged for
this Global Note
Increased nominal
amount of this
Global Note
following
such exchange*


Notation made by
or on behalf of
the Issuer

_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________

* See most recent entry in Part II or III of Schedule One or in this Schedule Two in order to determine this amount. 





	
	
 97
PART III

FORM OF DEFINITIVE NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING
THE  LIMITATIONS PROVIDED  IN  SECTIONS  165(j)  AND  1287(a) OF  THE  INTERNAL
REVENUE CODE.]1


RENTOKIL INITIAL PLC
(the "Issuer")
(incorporated with limited liability under the laws of England with registration number 5393279)


[Specified Currency and Nominal Amount of Tranche]
NOTES DUE
[Year of Maturity]

This  Note  is  one  of  a  Series  of  Notes  of  [Specified  Currency(ies)  and  Specified  Denomination(s)]
each  of  the  Issuer  ("Notes").    References  herein  to  the  Conditions  shall  be  to  the  Terms  and
Conditions [endorsed hereon/set out in the First Schedule to the Trust Deed (as defined below) which
shall be incorporated by reference herein and have effect as if set out herein] as supplemented, by the
relevant  information  appearing  in  the Pricing  Supplement (the  "Pricing  Supplement")  endorsed
hereon  but,  in  the  event  of  any  conflict  between  the  provisions  of  the  said  Conditions  and  such
information in the Pricing Supplement, such information will prevail.

Words  and  expressions  defined  in  the  Conditions  shall  bear the  same  meanings  when  used  in  this
Note.

This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust
Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 9
December 2005 and made between the Issuer and HSBC Corporate Trustee Company (UK) Limited
(as successor to HSBC Trustee (C.I.) Limited) as trustee for the holders of the Notes.

For value received, the Issuer, subject to and in accordance with the Conditions and the Trust Deed,
promises to pay to the bearer hereof on the Maturity Date or on such earlier date as this Note may
become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable
on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated
and payable as provided in the Conditions and the Trust Deed together with any other sums payable
under the Conditions and the Trust Deed.

This Note shall not be valid unless authenticated by HSBC Bank plc as Agent.


1  Delete where the original maturity of the Notes is 365 days or less. 





	
	
 98
IN WITNESS whereof this Note has been executed on behalf of the Issuer.

Issued as of [  ].

RENTOKIL INITIAL PLC

By: .....................................................
   Duly Authorised

Authenticated by
HSBC Bank plc,
as Agent.


By: .....................................................
     Authorised Officer

 





	
	
 99
[Conditions]

[Conditions to be as set out in the First Schedule to this Trust Deed or such other form as may be
agreed between the Issuer, the Agent, the Trustee and the relevant Dealer(s), but shall not be endorsed
if not required by the relevant Stock Exchange] 





	
	
 100
Pricing Supplement

[Here to be set out the text of the relevant information supplementing the Conditions which appears in
the Pricing Supplement relating to the Notes]
 





	
	
 101
PART IV

FORM OF COUPON
[Face of Coupon]

RENTOKIL INITIAL PLC

[Specified Currency and Nominal Amount of Tranche]
NOTES DUE
[Year of Maturity]

Series No. [       ]

[Coupon  appertaining  to  a  Note  in  the  denomination  of  [Specified  Currency  and  Specified
Denomination]]. 1

Part A

[For Fixed Rate Notes:

This Coupon is payable to bearer, separately
negotiable and subject to the Terms and
Conditions of the said Notes.
Coupon for
[          ]
due on [       ], [      ]]

Part B

[For Floating Rate Notes:

Coupon for the amount due in accordance with
the Terms and Conditions endorsed on,
attached to or incorporated by reference
into the said Notes on [the Interest Payment
Date falling in [     ] [     ]/[   ]].


This Coupon is payable to bearer, separately
negotiable and subject to such Terms and
Conditions, under which it may become void
before its due date.]





[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME TAX  LAWS,  INCLUDING
THE  LIMITATIONS PROVIDED  IN  SECTIONS  165(j)  AND  1287(a) OF  THE  INTERNAL
REVENUE CODE.]2

1  Delete where the Notes are all of the same denomination.
2  Delete where the original maturity of the Notes is 365 days or less. 





	
	
 102
PART V

FORM OF TALON

[Face of Talon]

RENTOKIL INITIAL PLC

[Specified Currency and Nominal Amount of Tranche]
NOTES DUE
[Year of Maturity]

Series No. [       ]

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING
THE  LIMITATIONS PROVIDED  IN  SECTIONS  165(j)  AND  1287(a) OF  THE  INTERNAL
REVENUE CODE.]1

[Talon  appertaining  to  a  Note  in  the  denomination  of  [Specified  Currency  and  Specified
Denomination]] 2

On and after [              ] further Coupons [and a further Talon]3 appertaining to the Note to which this
Talon  appertains  will  be  issued  at  the  specified  office  of  any  of  the  Paying  Agents  set  out  on  the
reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to
time be duly appointed and notified to the Noteholders) upon production and surrender of this Talon.

This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on
the Note to which this Talon appertains.


1  Delete where the original maturity of the Notes is 365 days or less.
2  Delete where the Notes are all of the same denomination.
3  Not required on last Coupon sheet. 





	
	
 103
[Reverse of Coupons and Talons]

AGENT

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom


OTHER PAYING AGENT

HSBC Institutional Trust Services (Ireland) Limited
1 Grand Canal Square
Grand Canal Harbour
Dublin 2
Ireland


and/or such other or further Agent or other Paying Agents and/or specified offices as may from time
to time be duly appointed by the Issuer and notice of which has been given to the Noteholders. 





	
	
 104
THE THIRD SCHEDULE

PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1. (A) As used in this Schedule the following expressions shall have the following meanings
unless the context otherwise requires:

(i) "voting certificate" shall mean an  English  language  certificate  issued by a
Paying Agent and dated in which it is stated:

(a) that  on  the  date  thereof  Notes  (whether  in  definitive  form  or
represented by a Global Note and not being Notes in respect of which
a  block voting  instruction  has  been  issued  and  is  outstanding  in
respect  of  the  meeting  specified  in  such  voting  certificate  or  any
adjourned such meeting) were deposited with such Paying Agent or
(to the satisfaction of such Paying Agent) were held to its order or
under its control or blocked in an account with a clearing system and
that no such Notes will cease to be so deposited or held or blocked
until the first to occur of:

(1) the conclusion of the meeting specified in such certificate or,
if later, of any adjourned such meeting; and

(2) the  surrender  of  the  certificate  to  the  Paying  Agent  who
issued the same; and

(b) that the bearer thereof is entitled to attend and vote at such meeting
and any adjourned such meeting in respect of the Notes represented
by such certificate;

(ii) "block voting instruction" shall mean an English language document issued
by a Paying Agent and dated in which:

(a) it is certified that Notes (whether in definitive form or represented by
a  Global  Note  and  not  being  Notes  in  respect  of  which  a  voting
certificate  has  been  issued  and  is  outstanding  in  respect  of  the
meeting specified in such block voting instruction and any adjourned
such meeting) have been deposited with such Paying Agent or (to the
satisfaction of such Paying Agent) were held to its order or under its
control or blocked in an account with a clearing system and that no
such Notes will cease to be so deposited or held or blocked until the
first to occur of:

(1) the conclusion of the meeting specified in such document or,
if later, of any adjourned such meeting; and

(2) the  surrender  to  the  Paying  Agent  not  less  than  48 hours
before  the  time  for  which  such  meeting  or  any  adjourned
such  meeting  is  convened  of  the  receipt  issued  by  such
Paying Agent in respect of each such deposited Note which
is  to  be  released  or  (as  the  case  may  require)  the  Note  or
Notes ceasing with the agreement of the Paying Agent to be
held to its  order  or  under its  control  or  so  blocked  and  the
giving  of  notice  by  the  Paying  Agent  to  the  Issuer in
accordance  with  paragraph 17  hereof  of  the  necessary
amendment to the block voting instruction;   





	
	
 105

(b) it  is  certified  that  each  holder  of  such  Notes  has  instructed  such
Paying  Agent  that  the  vote(s)  attributable  to  the  Note  or  Notes  so
deposited  or  held  or  blocked  should  be  cast  in  a  particular  way  in
relation to the resolution or resolutions to be put to such meeting or
any adjourned such meeting and that all such instructions are during
the  period  commencing  48 hours  prior  to  the  time  for  which  such
meeting or any adjourned such meeting is convened and ending at the
conclusion or adjournment thereof neither revocable nor capable of
amendment;

(c) the aggregate principal amount of the Notes so deposited or held or
blocked are listed distinguishing with regard to each such resolution
between  those  in  respect  of  which  instructions  have  been  given  as
aforesaid that the votes attributable thereto should be cast in favour
of the resolution and those in respect of which instructions have been
so given that the votes attributable thereto should be cast against the
resolution; and

(d) one  or  more  persons  named  in  such  document  (each  hereinafter
called a "proxy") is or are authorised and instructed by such Paying
Agent  to  cast  the  votes  attributable  to  the  Notes  so  listed  in
accordance with the instructions referred to in (c) above as set out in
such document;

(iii) "Clearing  System”  shall  mean  Euroclear  and/or  Clearstream,  Luxembourg
and includes in respect of any Note any clearing system on behalf of which
such Note is held or which is the bearer or holder of a Note, in either case
whether  alone  or  jointly  with  any  other  Clearing  System(s).    For  the
avoidance  of  doubt,  the  provisions  of  subclause 1(B)(v) of  the  Trust  Deed
shall apply to this definition;

(iv) "24  hours"  shall  mean  a  period  of  24  hours  including  all  or  part  of  a  day
upon which banks are open for business in both the place where the relevant
meeting is to be held and in each of the places where the Paying Agents have
their specified offices (disregarding for this purpose the day upon which such
meeting is to be held) and such period shall be extended by one period or, to
the  extent  necessary,  more  periods  of  24  hours  until  there  is  included  as
aforesaid all or part of a day upon which banks are open for business in all of
the places as aforesaid; and

(v) "48 hours" shall mean a period of 48 hours including all or part of two days
upon which banks are open for business both in the place where the relevant
meeting is to be held and in each of the places where the Paying Agents have
their specified offices (disregarding for this purpose the day upon which such
meeting is to be held) and such period shall be extended by one period or, to
the  extent  necessary,  more  periods  of  24  hours  until  there  is  included  as
aforesaid all or part of two days upon which banks are open for business in
all of the places as aforesaid.

(B) A holder of a Note (whether in definitive form or represented by a Global Note) may
obtain a voting certificate in respect of such Note from a Paying Agent or require a
Paying Agent to issue a block voting instruction in respect of such Note by depositing
such Note with such Paying Agent or (to the satisfaction of such Paying Agent) by
such Note being held to its order or under its control or being blocked in an account
with a clearing system, in each case not less than 48 hours before the time fixed for 





	
	
 106
the relevant meeting and on the terms set out in sub-paragraph (A)(i)(a) or (A)(ii)(a)
above (as the case may be), and (in the case of a block voting instruction) instructing
such Paying Agent to the effect set out in sub-paragraph (A)(ii)(b) above. The holder
of any voting certificate or the proxies named in any block voting instruction shall for
all  purposes  in  connection  with  the  relevant  meeting  or  adjourned  meeting  of
Noteholders be deemed to be the holder of the Notes to which such voting certificate
or block voting instruction relates and the Paying Agent with which such Notes have
been deposited or the person holding the same to the order or under the control of
such  Paying  Agent  or the clearing  system  in  which  such  Notes  have  been  blocked
shall be deemed for such purposes not to be the holder of those Notes.

2. The Issuer or the Trustee may at any time and the Issuer shall upon a requisition in writing in
the English language signed by the holders of not less than one-twentieth in nominal amount
of the Notes for the time being outstanding convene a meeting of the Noteholders and if the
Issuer makes default for a period of seven days in convening such a meeting the same may be
convened by the Trustee or the requisitionists. Every such meeting shall be held at such time
and place as the Trustee may appoint or approve.

3. At least 21 days' notice (exclusive  of the  day on which  the  notice  is  given  and the  day on
which the meeting is to be held) specifying the place, day and hour of meeting shall be given
to  the  holders  of  the  relevant  Notes  prior  to  any  meeting  of  such  holders  in  the  manner
provided  by  Condition 13.  Such  notice,  which shall be  in the  English  language,  shall state
generally  the  nature  of  the  business  to  be  transacted  at  the  meeting  thereby  convened  but
(except for an Extraordinary Resolution) it shall not be necessary to specify in such notice the
terms of any resolution to be proposed. Such notice shall include statements, if applicable, to
the effect that Notes may, not less than 48 hours before the time fixed for the meeting, be
deposited  with  Paying  Agents  or  (to  their  satisfaction)  held  to  their  order  or  under  their
control or blocked in an account with a clearing system for the purpose of obtaining voting
certificates or appointing proxies. A copy of the notice shall be sent by post to the Trustee
(unless  the  meeting  is  convened  by  the  Trustee)  and  to  the  Issuer  (unless  the  meeting  is
convened by the Issuer).

4. A person (who may but need not be a Noteholder) nominated in writing by the Trustee shall
be  entitled  to  take  the  chair  at  the  relevant  meeting  or  adjourned  meeting  but  if  no  such
nomination is made or if at any meeting or adjourned meeting the person nominated shall not
be present within 15 minutes after the time appointed for holding the meeting or adjourned
meeting  the  Noteholders  present  shall  choose  one  of  their  number  to  be  Chairman,  failing
which the Issuer may appoint a Chairman. The Chairman of an adjourned meeting need not be
the same person as was Chairman of the meeting from which the adjournment took place.

5. At  any  such  meeting  one  or  more  persons  present  holding  Definitive  Notes  or  voting
certificates or being proxies and holding or representing in the aggregate not less than one-
twentieth of the nominal amount of the Notes for the time being outstanding shall (except for
the  purpose  of  passing  an  Extraordinary  Resolution)  form  a  quorum  for  the transaction  of
business and no business (other than the choosing of a Chairman) shall be transacted at any
meeting unless the requisite quorum be present at the commencement of the relevant business.
The  quorum at any such meeting for passing an  Extraordinary Resolution shall (subject as
provided  below)  be  one  or  more  persons  present  holding  Definitive  Notes  or  voting
certificates or being proxies and holding or representing in the aggregate more than 50 per
cent. in nominal amount of the Notes for the time being outstanding PROVIDED THAT at
any meeting the business of which includes any of the following matters (each of which shall,
subject only to Clause 18(B), only be capable of being effected after having been approved by
Extraordinary Resolution) namely:

(i) reduction or cancellation of the amount payable or, where applicable, modification,
except where such modification is in the opinion of the Trustee bound to result in an 





	
	
 107
increase, of the method of calculating the amount payable or modification of the date
of payment or, where applicable, of the method of calculating the date of payment in
respect of any principal or interest in respect of the Notes;

(ii) alteration of the currency in which payments under the Notes and Coupons are to be
made;

(iii) alteration of the majority required to pass an Extraordinary Resolution;

(iv) the  sanctioning  of  any  such  scheme  or  proposal  as  is  described  in  paragraph 18(I)
below; and

(v) alteration of this proviso or the proviso to paragraph 6 below;

the  quorum  shall  be  one  or  more  persons  present  holding  Definitive  Notes  or  voting
certificates or being proxies and holding or representing in the aggregate not less than two-
thirds of the nominal amount of the Notes for the time being outstanding.

6. If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may
decide)  after  the  time  appointed  for  any  such  meeting  a  quorum  is  not  present  for  the
transaction of any particular business, then, subject and without prejudice to the transaction of
the business (if any) for which a quorum is present, the meeting shall if convened upon the
requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the same
day in the next week (or if such day is a public holiday the next succeeding business day) at
the same time and place (except in the case of a meeting at which an Extraordinary Resolution
is to be proposed in which case it shall stand adjourned for such period, being not less than 13
clear  days  nor  more  than  42 clear  days,  and  to  such  place  as  may  be  appointed  by  the
Chairman either at or subsequent to such meeting and approved by the Trustee). If within 15
minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after
the time appointed for any adjourned meeting a quorum is not present for the transaction of
any particular business, then, subject and without prejudice to the transaction of the business
(if any) for which a  quorum is  present, the Chairman  may either (with the approval of the
Trustee)  dissolve  such  meeting  or  adjourn  the  same  for  such  period,  being  not  less  than
13 clear days (but without any maximum number of clear days), and to such place as may be
appointed by the Chairman either at or subsequent to such adjourned meeting and approved
by the Trustee, and the provisions of this sentence shall apply to all further adjourned such
meetings. At any adjourned meeting one or more persons present holding Definitive Notes or
voting  certificates  or  being  proxies (whatever  the  nominal  amount  of the  Notes  so  held or
represented by them) shall (subject as provided below) form a quorum and shall have power
to pass any Extraordinary Resolution or other resolution and to decide upon all matters which
could properly have been dealt with at the meeting from which the adjournment took place
had  the  requisite  quorum  been  present  PROVIDED  THAT  at  any  adjourned  meeting  the
quorum for the transaction of business comprising any of the matters specified in the proviso
to paragraph 5 above shall be one or more persons present holding Definitive Notes or voting
certificates  or  being  proxies  and  holding  or  representing  in  the  aggregate  not  less  than
one-third of the nominal amount of the Notes for the time being outstanding.

7. Notice  of  any  adjourned meeting  at  which  an  Extraordinary  Resolution  is  to  be  submitted
shall  be  given  in  the  same  manner  as  notice  of  an  original  meeting  but  as  if  10 were
substituted  for  21 in  paragraph 3  above  and  such  notice  shall  state  the  relevant  quorum.
Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

8. Every  question  submitted  to  a  meeting  shall  be  decided  in  the  first  instance  by  a  show  of
hands and in case of equality of votes the Chairman shall both on a show of hands and on a
poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as
a Noteholder or as a holder of a voting certificate or as a proxy.  





	
	
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9. At  any  meeting  unless  a  poll  is  (before  or  on  the  declaration  of  the  result  of  the show  of
hands) demanded by the Chairman, the Issuer, the Trustee or any person present holding a
Definitive Note or a voting certificate or being a proxy (whatever the nominal amount of the
Notes so held or represented by him) a declaration by the Chairman that a resolution has been
carried or carried by a particular majority or lost or not carried by a particular majority shall
be  conclusive  evidence  of  the  fact  without  proof  of the  number  or  proportion of  the  votes
recorded in favour of or against such resolution.

10. Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken
in such manner and subject as hereinafter provided either at once or after an adjournment as
the Chairman directs and the result of such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of the taking of the poll. The demand
for a poll shall not prevent the continuance of the meeting for the transaction of any business
other than the motion on which the poll has been demanded.

11. The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the
same from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully (but for lack of required quorum)
have been transacted at the meeting from which the adjournment took place.

12. Any poll demanded at any such meeting on the election of a Chairman or on any question of
adjournment shall be taken at the meeting without adjournment.

13. The Trustee and its lawyers and any director, officer or employee of a corporation being a
trustee of these presents and any director or officer of the Issuer and its or their lawyers and
any other person authorised so to do by the Trustee may attend and speak at any  meeting.
Save as aforesaid, but without prejudice to the proviso to the definition of "outstanding" in
Clause 1, no person shall be entitled to attend and speak nor shall any person be entitled to
vote at any meeting of Noteholders or join with others in requesting the convening of such a
meeting  or  to  exercise  the  rights  conferred  on  Noteholders  by  Clause  8(A)  or  Condition 9
unless he either produces the Definitive Note or Definitive Notes of which he is the holder or
a voting certificate or is a proxy.  No person shall be entitled to vote at any meeting in respect
of Notes held by, for the benefit of, or on behalf of, the Issuer, any Subsidiary of the Issuer,
any  holding  company  of  the  Issuer  or  any  Subsidiary  of  such  holding  company.  Nothing
herein shall prevent any of the proxies named in any block voting instruction from being a
director, officer or representative of or otherwise connected with the Issuer.

14. Subject as provided in paragraph 13 hereof at any meeting:

(A) on a show of hands every person who is present in person and produces a Definitive
Note or voting certificate or is a proxy shall have one vote; and

(B) on a poll every person who is so present shall have one vote in respect of each €1 or
such other amount as the Trustee may in its absolute discretion stipulate (or, in the
case of meetings of holders of Notes denominated in another currency, such amount
in  such  other  currency  as  the  Trustee  in  its  absolute  discretion  may  stipulate)  in
nominal  amount  of  the  Definitive  Notes  so  produced  or  represented  by  the  voting
certificate so produced or in respect of which he is a proxy.

Without prejudice to the obligations of the proxies named in any block voting instruction any
person entitled to more than one vote need not use all his votes or cast all the votes to which
he is entitled in the same way.

15. The proxies named in any block voting instruction need not be Noteholders.
 





	
	
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16. Each block voting instruction together (if so requested by the Trustee) with proof satisfactory
to the Trustee of its due execution on behalf of the relevant Paying Agent and each form of
proxy  shall  be  deposited  by  the  relevant  Paying  Agent  at  such  place  as  the  Trustee  shall
approve not less than 24 hours before the time appointed for holding the meeting or adjourned
meeting at which the proxies named in the block voting instruction propose to vote and in
default the block voting instruction shall not be treated as valid unless the Chairman of the
meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A
notarially certified copy of each block voting instruction shall (if the Trustee so requires) be
deposited with the Trustee before the commencement of the meeting or adjourned meeting
but the Trustee shall not thereby be obliged to investigate or be concerned with the validity of
or the authority of the proxies named in any such block voting instruction.

17. Any  vote  given  in  accordance  with  the  terms  of  a  block  voting  instruction  shall  be  valid
notwithstanding the previous revocation or amendment of the block voting instruction or of
any of the relevant Noteholders' instructions pursuant to which it was executed provided that
no intimation in writing of such revocation or amendment shall have been received from the
relevant Paying Agent by the Issuer at its registered office (or such other place as may have
been required or approved by the Trustee for the purpose) by the time being 24 hours before
the time appointed for holding the meeting or adjourned meeting at which the block voting
instruction is to be used.

18. The Noteholders shall in addition to the powers hereinbefore given have the following powers
exercisable  only  by  Extraordinary  Resolution  (subject,  in  the  case  of  a  meeting, to  the
provisions relating to quorum contained in paragraphs 5 and 6 above) namely:

(A) Power to sanction any compromise or arrangement proposed to be made between the
Issuer,  the  Trustee,  any  Appointee,  the  Noteholders  and  Couponholders  or  any  of
them.

(B) Power  to  sanction  any  abrogation,  modification,  compromise  or  arrangement  in
respect  of  the  rights  of  the  Trustee,  any  Appointee,  the  Noteholders,  the
Couponholders or the Issuer or against any other or others of them or against any of
their property whether such rights shall arise under these presents or otherwise.

(C) Power to assent to any modification of the provisions of these presents which shall be
proposed by the Issuer, the Trustee or any Noteholder.

(D) Power to give any authority or sanction which under the provisions of these presents
is required to be given by Extraordinary Resolution.

(E) Power  to  appoint  any  persons  (whether  Noteholders  or  not)  as  a  committee  or
committees  to  represent  the  interests  of  the  Noteholders  and  to  confer  upon  such
committee  or  committees  any  powers  or  discretions  which  the  Noteholders  could
themselves exercise by Extraordinary Resolution.

(F) Power  to  approve  of  a  person  to  be  appointed  a  trustee  and  power  to  remove  any
trustee or trustees for the time being of these presents.

(G) Power to discharge or exonerate the Trustee and/or any Appointee from all liability in
respect of any act or omission for which the Trustee and/or such Appointee may have
become responsible under these presents.

(H) Power to authorise the Trustee and/or any Appointee to concur in and execute and do
all such deeds, instruments, acts and things as may be necessary to carry out and give
effect to any Extraordinary Resolution.
 





	
	
 110
(I) Power to sanction any scheme or proposal for the exchange or sale of the Notes for or
the conversion of the Notes into or the cancellation of the Notes in consideration of
shares,  stock,  notes,  bonds,  debentures,  debenture  stock  and/or  other  obligations
and/or securities of the Issuer or any other company formed or to be formed, or for or
into  or  in  consideration  of  cash,  or  partly  for  or  into  or  in  consideration  of  such
shares,  stock,  notes,  bonds,  debentures,  debenture  stock  and/or  other  obligations
and/or securities as aforesaid and partly for or into or in consideration of cash.

19. Any resolution passed by the Noteholders in accordance with these presents shall be binding
upon all the Noteholders whether present or not present at any meeting and whether or not
voting and  upon all Couponholders and each  of them shall be  bound to give effect thereto
accordingly  and  the  passing  of  any  such  resolution  shall  be  conclusive  evidence  that  the
circumstances justify the passing thereof. Notice of the result of the voting on any resolution
duly considered by the Noteholders shall be published in accordance with Condition 13 by the
Issuer within 14 days of such result being known PROVIDED THAT the non-publication of
such notice shall not invalidate such result.

20. The  expression  "Extraordinary  Resolution" when  used  in  these  presents  means  (a)  a
resolution passed at a meeting of the Noteholders duly convened and held in accordance with
these  presents  by a  majority consisting of not less  than  three-fourths  of the  persons voting
thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less
than three-fourths of the votes cast on such poll; or (b) a resolution in writing signed by or on
behalf of all the Noteholders, which resolution in writing may be contained in one document
or  in  several  documents  in  like  form  each  signed  by  or  on  behalf  of  one  or  more  of  the
Noteholders; or (c) consent given by way of electronic consents through the relevant Clearing
System(s) (in a form satisfactory to the Trustee) by or on behalf of holders of not less than
three-fourths in principal amount of the Notes for the time being outstanding.

21. Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be made
and entered in books to be from time to time provided for that purpose by the Issuer and any
such minutes as aforesaid if purporting to be signed by the Chairman of the meeting at which
such resolutions were passed or proceedings transacted shall be conclusive evidence of the
matters therein contained and until the contrary is proved every such meeting in respect of the
proceedings of which minutes have been made shall be deemed to have been duly held and
convened  and  all  resolutions  passed  or  proceedings  transacted  thereat  to  have  been  duly
passed or transacted.

22. (A) If and whenever the Issuer shall have issued and have outstanding Notes of more than
one Series the foregoing provisions of this Schedule shall have effect subject to the
following modifications:

(i) a resolution which in the opinion of the Trustee affects the Notes of only one
Series  shall  be  deemed  to  have  been  duly  passed  if  passed  at  a  separate
meeting of the holders of the Notes of that Series;

(ii) a  resolution  which  in  the  opinion  of the  Trustee affects  the  Notes  of  more
than  one  Series  but  does  not  give  rise  to  a  conflict of  interest between  the
holders  of  Notes  of  any  of  the  Series  so  affected  shall  be  deemed  to  have
been duly passed if passed at a single meeting of the holders of the Notes of
all the Series so affected;

(iii) a  resolution  which  in  the  opinion  of the  Trustee affects  the  Notes  of  more
than one Series and gives or may give rise to a conflict of interest between
the holders of the Notes of one Series or group of Series so affected and the
holders of the Notes of another Series or group of Series so affected shall be 





	
	
 111
deemed to have been duly passed only if passed at separate meetings of the
holders of the Notes of each Series or group of Series so affected; and

(iv) to  all  such  meetings  all  the  preceding  provisions  of  this  Schedule  shall
mutatis  mutandis apply  as  though  references  therein  to  Notes  and
Noteholders were references to the Notes of the Series or group of Series in
question or to the holders of such Notes, as the case may be.

(B) If the Issuer shall have issued and have outstanding Notes which are not denominated
in euro in the case of any meeting of holders of Notes of more than one currency the
nominal amount of such Notes shall (i) for the purposes of paragraph 2 above be the
equivalent  in  euro  at  the  spot  rate of  a  bank  nominated  by  the  Trustee  for  the
conversion of the relevant currency or currencies into euro on the seventh dealing day
prior to the day on which the requisition in writing is received by the Issuer and (ii)
for the purposes of paragraphs 5, 6 and 14 above (whether in respect of the meeting
or any adjourned such meeting or any poll resulting therefrom) be the equivalent at
such spot rate on the seventh dealing day prior to the day of such meeting. In such
circumstances, on any poll each person present shall have one vote for each €1 (or
such  other  euro  amount  as  the  Trustee  may  in  its  absolute  discretion  stipulate)  in
nominal amount of the Notes (converted as above) which he holds or represents.

23. Subject to all other provisions of these presents the Trustee may without the consent of the
Issuer, the Noteholders or the Couponholders prescribe such further regulations regarding the
requisitioning  and/or  the  holding  of  meetings  of  Noteholders  and  attendance  and  voting
thereat as the Trustee may in its sole discretion think fit.  





	
	
 112
EXECUTED as a deed by )
RENTOKIL INITIAL PLC )
acting by  )
and  ) Director



  Secretary








EXECUTED as a deed by )

 .................................................)
as attorney for
HSBC CORPORATE TRUSTEE  )
COMPANY (UK) LIMITED ) ...............................................................
  Attorney name
Witnessed by: .................................
Witness Name : ...............................
Witness Address : .............................
 ...................................................
 ...................................................



















 





	
	
 113


DATED 9 DECEMBER 2005




RENTOKIL INITIAL plc


- and -


HSBC CORPORATE TRUSTEE COMPANY
(UK) LIMITED





________________________________________

TRUST DEED

relating to a

 €2,500,000,000
Euro Medium Term Note Programme
(as modified and restated on 27 March 2019)
________________________________________
 





	
	
 (Signature Page to the Sixth Supplemental Trust Deed)
SIGNATORIES



EXECUTED as a DEED by )
RENTOKIL INITIAL plc ) Director JEREMY TOWNSEND
acting by )
and )
   Secretary DARAH FAGAN








EXECUTED as a deed by )

as attorney for
HSBC CORPORATE TRUSTEE  ) JAMES MCCOMB
COMPANY (UK) LIMITED )
  Attorney name
Witnessed by: CHARLOTTE DAVIDSON
Witness Name : CHARLOTTE DAVIDSON
Witness Address : HSBC BANK PLC, 8 CANADA SQUARE, LONDON E14 5HQ








 





	
	


Allen & Overy LLP

0013726-0004143 ICM:32105437.10


SIXTH SUPPLEMENTAL TRUST DEED




27 March 2019


RENTOKIL INITIAL plc

and

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

further modifying and restating the provisions of the
Trust Deed dated 9 December 2005

relating to a
 €2,500,000,000
EURO MEDIUM TERM NOTE PROGRAMME