exv4wawi








    Exhibit 4.(a)(i)



 



    TRUST DEED
    is made on 27 November 2009



 



    Between



 



    (1) INTERCONTINENTAL HOTELS GROUP PLC (the
    Issuer);



 



    (2) SIX CONTINENTS LIMITED (Six
    Continents);



 



    (3) INTERCONTINENTAL HOTELS LIMITED
    (InterContinental, and together with Six
    Continents, the Guarantors); and



 



    (4) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (the
    Trustee, which expression includes, where the
    context admits, all persons for the time being the trustee or
    trustees of this Trust Deed).



 



    Whereas



 



    (A) The Issuer has established a Euro Medium Term Note
    Programme pursuant to which the Issuer may issue from time to
    time Notes as set out herein (the Programme).
    Notes up to a maximum nominal amount from time to time
    outstanding of £750,000,000 (subject to increase as
    provided in the Dealer Agreement (as defined below)) (the
    Authorised Amount) may be issued pursuant to the
    said Programme.



 



    (B) The Guarantors have agreed to guarantee Notes issued
    under the Programme and to enter into certain covenants set out
    in this Trust Deed.



 



    (C) The Trustee has agreed to act as trustee of this
    Trust Deed on the following terms and conditions.



 



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



 




    1.  Definitions
    and Interpretation
    



 




    1.1  Definitions



 



    In this Trust Deed the following expressions have the
    following meanings:



 



    Additional Rating Agency means Moody’s and Fitch;



 



    Agency Agreement means, in relation to the Notes of any
    Series, the agency agreement dated 27 November 2009 (as
    amended, modified and restated from time to time) between the
    Issuer, the Guarantors, the Trustee and HSBC Bank plc as
    Principal Paying Agent appointing the initial Paying Agent and
    the Calculation Agent in relation to such Series and any other
    agreement for the time being in force appointing Successor
    paying agents or a Successor calculation agent in relation to
    such Series, 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 in relation to such
    Series;





    

    1








 







    Agents means, in relation to the Notes of any Series, the
    Principal Paying Agent, the other Paying Agents, the Calculation
    Agent or any of them;



 



    Appointee means any attorney, manager, agent, delegate,
    nominee, custodian, receiver or other person appointed by the
    Trustee under this Trust Deed;



 



    Auditors means the auditors for the time being of the
    Issuer or, as the case may be, a Guarantor and, in the event of
    any of them being unable or unwilling to carry out any action
    requested of them pursuant to this Trust Deed, means such
    other firm of chartered accountants in England as may be
    nominated in writing by the Trustee for the purpose;



 



    Authorised Signatory means any person who (a) is a
    Director of the Issuer or, as the case may be, the relevant
    Guarantor or (b) has been notified to the Trustee by any
    such Director as being an Authorised Signatory pursuant to
    sub-clause 8(p)
    (Authorised Signatories);



 



    Calculation Agent means, in relation to the Notes of any
    Series, the institution at its Specified Office initially
    appointed as calculation agent in relation to such Notes
    pursuant to the Agency Agreement and/or, if applicable,
    Successor calculation agent in relation to such Notes at its
    Specified office;



 



    CGN Permanent Global Note means a Permanent Global Note
    representing Notes for which the relevant Final Terms specify
    that the New Global Note form is not applicable;



 



    CGN Temporary Global Note means a Temporary Global Note
    representing Notes for which the relevant Final Terms specify
    that the New Global Note form is not applicable;



 



    Change of Control has the meaning given to such term in
    Condition 2(a);



 



    Clearstream, Luxembourg means Clearstream Banking,
    société anonyme;



 



    Common Safekeeper means an ICSD in its capacity as common
    safekeeper or a person nominated by the ICSDs to perform the
    role of common safekeeper;



 



    Conditions means the terms and conditions to be endorsed
    on, or incorporated by reference in, the Notes of any Series, in
    the form set out in Schedule 1 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 Principal Paying Agent,
    the Trustee and the relevant Dealer(s) as modified and
    supplemented by the Final Terms(s) applicable to such Series, as
    any of the same may from time to time be modified in accordance
    with this Trust Deed and any reference in this
    Trust Deed to a particular numbered Condition shall be
    construed in relation to the Notes of such Series accordingly;



 



    Contractual Currency means, in relation to any payment
    obligation of any Note, the currency in which that payment
    obligation is expressed and, in relation to Clause 14.1
    (Remuneration), pounds sterling or such other currency as
    may be agreed between the issuer and the Trustee from time to
    time;





    

    2








 







    Couponholder means the holder of a Coupon;



 



    Coupons means any bearer interest coupons in or
    substantially in the form set out in Part E of Schedule 2 appertaining
    to the Notes of any Series and for the time being outstanding
    or, as the context may require, a specific number thereof and
    includes any replacement Coupons issued pursuant to Condition 15
    and, where the context so permits, the Talons appertaining to
    the Notes of such Series;



 



    Dealer Agreement means the agreement between the Issuer
    and the Dealers named therein concerning the purchase of Notes
    to be issued pursuant to the Programme as amended from time to
    time or any restatement thereof for the time being in force;



 



    Dealers means any person appointed as a Dealer by the
    Dealer Agreement and any other person which the Issuer may
    appoint as a Dealer and notice of whose appointment has been
    given to the Principal Paying Agent and the Trustee by the
    Issuer in accordance with the provisions of the Dealer Agreement
    but excluding any entity whose appointment has been terminated
    in accordance with the terms of the Dealer Agreement and notice
    of whose termination has been given to the Principal Paying
    Agent and the Trustee by the Issuer in accordance with the
    provisions of the Dealer Agreement and references to the
    relevant Dealer(s) mean, in relation to any Note, the Dealer(s)
    with whom the Issuer has agreed the issue and purchase of such
    Note;



 



    Director means any Director of the Issuer or, as the case
    may be, a Guarantor, from time to time;



 



    Drawdown Prospectus means a prospectus specific to a
    Tranche of Notes which may be constituted either (a) by a
    single document or (b) by a registration document, a
    securities note and, if applicable, a summary;



 



    Euroclear means Euroclear Bank SA/NV;



 



    Event of Default means any one of the circumstances
    described in Condition 13;



 



    Extraordinary Resolution has the meaning set out in Schedule 6;



 



    Final Terms has the meaning ascribed to it in the Dealer
    Agreement;



 



    Fitch means Fitch Ratings Ltd or any successor;



 



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



 



    Floating Rate Note means a Note on which interest is
    calculated at a floating rate payable at intervals of one, two,
    three, six or twelve months or at such other intervals as may be
    agreed between the Issuer, the Guarantors and the relevant
    Dealer(s) (as indicated in the relevant Final Terms);





    

    3








 







    FSMA means the Financial Services and Markets Act 2000;



 



    Global Note means a CGN Temporary Global Note, a CGN
    Permanent Global Note, an NGN Temporary Global Note or an NGN
    Permanent Global Note;



 



    ICSDs means Clearstream, Luxembourg and Euroclear;



 



    Index Linked Interest Notes has the meaning given to such
    term in the relevant Final Terms;



 



    Issue Date means, in relation to any Note, the date of
    issue of such Note pursuant to the Dealer Agreement or any other
    relevant agreement between the Issuer and the relevant Dealer(s);



 



    Interest Commencement Date means, in relation to any
    interest-bearing Note, the date specified in the relevant Final
    Terms from which such Note bears interest or, if no such date is
    specified therein, the Issue Date;



 



    Liabilities or 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 Stock Exchange means the London Stock Exchange plc;



 



    Material Subsidiary has the meaning set out in Condition
    2(a);



 



    Moody’s means Moody’s Investors Service, Inc.
    or any successor;



 



    NGN Permanent Global Note means a Permanent Global Note
    representing Notes for which the relevant Final Terms specify
    that the New Global Note form is applicable;



 



    NGN Temporary Global Note means a Temporary Global Note
    representing Notes for which the relevant Final Terms specify
    that the New Global Note form is applicable;



 



    Noteholder and (in relation to a Note) holder
    means the bearer of a Note;



 



    Notes means the bearer notes of each Series constituted
    in relation to or by this Trust Deed which shall be in or
    substantially in the form set out in Schedule 2 and, for the time being
    outstanding or, as the case may be, a specific number thereof
    and includes any replacement Notes of such Series issued
    pursuant to Condition 15 and (except for the purposes of
    Clause 5.1 (Global Notes) and 5.3
    (Signature)) each Global Note in respect of such Series
    for so long as it has not been exchanged in accordance with the
    terms thereof;



 



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



 



    (a) those which have been redeemed in accordance with this
    Trust Deed;





    

    4








 







    (b) those in respect of which the date for redemption in
    accordance with the provisions of the Conditions has occurred
    and for which the redemption moneys (including all interest
    accrued thereon to the date for such redemption) have been duly
    paid to the Trustee or the Principal Paying Agent in the manner
    provided for in the Agency Agreement (and, where appropriate,
    notice to that effect has been given to the Noteholders in
    accordance with Condition 19) and remain available for
    payment in accordance with the Conditions;



 



    (c) those which have been purchased and surrendered for
    cancellation as provided in Condition 10(j) and notice of the
    cancellation of which has been given to the Trustee;



 



    (d) those which have become void under Condition 14;



 



    (e) those mutilated or defaced Notes which have been
    surrendered or cancelled and in respect of which replacement
    Notes have been issued pursuant to Condition 15; or



 



    (f) (for the purpose only of ascertaining the aggregate
    nominal amount of 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 15;



 



    provided that for each of the following purposes, namely:



 



    (i) the right to attend and vote at any meeting of the
    holders of 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
    Clauses 11.1 (Legal Proceedings) and 9.1
    (Waiver), Conditions 13 and 17 and Schedule 6;



 



    (iii) any discretion, power or authority, whether contained
    in this Trust Deed or provided by law, which the Trustee is
    required to exercise in or by reference to the interests of the
    holders of the Notes of any Series or any of them; and



 



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



 



    those Notes (if any) of the relevant Series which are for the
    time being held by any person (including but not limited to the
    Issuer, any Guarantor or any Subsidiary) for the benefit of the
    Issuer, any Guarantor or any Subsidiary shall (unless and until
    ceasing to be so held) be deemed not to remain outstanding;



 



    Paying Agents means, in relation to the Notes of any
    Series, the several institutions (including, where the context
    permits, the Principal Paying Agent) at their respective
    Specified Offices appointed pursuant to the relative Agency






    

    5








 







    Agreement and/or, if applicable, any additional
    and/or
    Successor paying agents in relation to such Series at their
    respective Specified Offices;



 



    Permanent Global Note means, in relation to any Series, a
    Global Note to be issued pursuant to Clause 5.1 in the form
    or substantially in the form set out in Part B of Schedule 2;



 



    Potential Event of Default means an event or circumstance
    which could, with the giving of notice, lapse of time, the
    issuing of a certificate
    and/or
    fulfilment of any other requirement provided for in Condition
    13, become an Event of Default;



 



    Principal Paying Agent means, in relation to the Notes of
    any Series, the institution at its Specified Office initially
    appointed as issuing and principal paying agent in relation to
    such Series pursuant to the relative Agency Agreement or, if
    applicable, any Successor principal paying agent in relation to
    such Series at its Specified Office;



 



    Put Option has the meaning given to such term in
    Condition 10(e);



 



    Rating Agency means S&P or any of its respective
    successors or any Substitute Rating Agency and, for the purposes
    of Condition 10(f), includes any Additional Rating Agency;



 



    Receiptholder means the holder of a Receipt;



 



    Receipts means any bearer principal receipts appertaining
    to the Notes of any Series or, as the context may require, a
    specific number thereof and includes any replacement Receipts
    issued pursuant to Condition 15;



 



    Relevant Date has the meaning ascribed to it in Condition
    2(a);



 



    Reserved Matter has the meaning set out in
    paragraph 1 of Schedule 6;



 



    repay includes redeem and vice versa
    and repaid, repayable,
    repayment, redeemed,
    redeemable and redemption shall be
    construed accordingly;



 



    Series means a Tranche of Notes together with any further
    Tranche or Tranches of Notes expressed to be consolidated and
    form a single series with the Notes of the original Tranche and
    the terms of which are identical (save for the issue Date
    and/or the
    Interest Commencement Date but including as to whether or not
    the Notes are listed);



 



    Specified Office means, in relation to any Agent in
    respect of any Series, either the office identified with its
    name in Condition 2(a) of such Series or any other office
    notified to any relevant parties pursuant to the Agency
    Agreement;



 



    Subsidiary has the meaning set out in Condition 2(a);



 



    Substitute Rating Agency means any rating agency of
    international standing substituted for the Rating Agency by the
    Issuer from time to time with the prior written approval of the
    Trustee, such approval not to be unreasonably withheld or
    delayed;





    

    6








 







    Successor means, in relation to the Paying Agents, such
    other or further person as may from time to time be appointed
    pursuant to the Agency Agreement as a Paying Agent;



 



    Successor in Business means in respect of a company (the
    Original Company):



 



    (i) a company or other entity to whom the Original Company
    validly and effectually, in accordance with all enactments,
    orders and regulations in force for the time being and from time
    to time, transfers the whole or substantially the whole of its
    business, undertaking and assets for the purpose of assuming and
    conducting the business of the Original Company in its
    place; or



 



    (ii) any other entity which acquires in any other manner
    the whole or substantially the whole of the undertaking,
    property and assets of the Original Company and carries on as a
    successor to the Original Company the whole or substantially the
    whole of the business carried on by the Original Company prior
    thereto;



 



    S&P means Standard & Poor’s Rating
    Services, a division of The McGraw-Hill Companies Inc. or any
    successor;



 



    Talonholder means the holder of a Talon;



 



    Talons means any bearer talons appertaining to the Notes
    of any Series or, as the context may require, a specific number
    thereof and includes any replacement Talons issued pursuant to
    Condition 15;



 



    Temporary Global Note means, in relation to any Series, a
    Global Note to be issued pursuant to Clause 5.1 in the form
    or substantially in the form set out in of Schedule 2;



 



    this Trust Deed means this Trust Deed and the
    Schedules (as from time to time modified in accordance with the
    provisions contained herein) and (unless the context requires
    otherwise) includes any deed or other document executed in
    accordance with the provisions hereof (as from time to time
    modified as aforesaid) and expressed to be supplemental hereto;



 



    Tranche means all Notes of the same Series with the same
    Issue Date and Interest Commencement Date;



 



    Trustee Acts means both the Trustee Act 1925 and the
    Trustee Act 2000 of England and Wales;



 



    Written Resolution means, in relation to any Series, a
    resolution in writing signed by or on behalf of the holders of
    75 per cent. of the aggregate principal amount of the Notes
    of such Series for the time being outstanding, whether contained
    in one document or several documents in like form, each signed
    by or on behalf of one or more such Noteholders;





    

    7








 







    Zero Coupon Note means a Note on which no interest is
    payable.



 


		
	
    1.2  
	
    Principles
    of interpretation




 



    In this Trust Deed:



 



    (a) Statutory modification:  a 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 such
    modification or re-enactment;



 



    (b) Additional amounts:  principal
    and/or
    interest in respect of the Notes of any Series shall be deemed
    also to include references to any additional amounts, any
    redemption amounts and any premium which may be payable under
    the Conditions;



 



    (c) Relevant Currency:  relevant
    currency shall be construed as a reference to the currency
    in which payments in respect of the Notes
    and/or
    Receipts
    and/or
    Coupons of the relevant Series are to be made as indicated in
    the relevant Final Terms;



 



    (d) Tax:  costs, charges or expenses shall
    include any value added tax or similar tax charged or chargeable
    in respect thereof;



 



    (e) Enforcement of rights:  an action,
    remedy or method of judicial proceedings for the enforcement of
    rights of creditors shall include, in respect of any
    jurisdiction other than England, references to such action,
    remedy or method of judicial proceedings for the enforcement of
    rights of creditors available or appropriate in such
    jurisdictions as shall most nearly approximate thereto;



 



    (f) Clauses and Schedules:  a Schedule or
    a Clause,
    sub-clause,
    paragraph or
    sub-paragraph
    is, unless otherwise stated, to a schedule hereto or a clause,
    sub-clause,
    paragraph or
    sub-paragraph
    hereof respectively;



 



    (g) Clearing systems:  Euroclear
    and/or
    Clearstream, Luxembourg shall, wherever the context so admits
    (but not in the case of any Notes in NGN form), be deemed to
    include references to any additional or alternative clearing
    system approved by the Issuer and the Trustee;



 



    (h) Trust corporation:  a trust
    corporation denotes a corporation entitled by rules made under
    the Public Trustee Act 1906 to act as a custodian trustee or
    entitled pursuant to any other legislation applicable to a
    trustee in any jurisdiction other than England to act as trustee
    and carry on trust business under the laws of the country of its
    incorporation;



 



    (i) Gender:  words denoting the masculine
    gender shall include the feminine gender also, words denoting
    individuals shall include companies, corporations and
    partnerships, words importing the singular number shall include
    the plural and, in each case, vice versa;





    

    8








 







    (j) Records:  any reference to the records
    of an ICSD shall be to the records that each of the ICSDs holds
    for its customers which reflect the amount of such
    customers’ interests in the Notes (but excluding any
    interest in any Notes of one ICSD shown in the records of
    another ICSD);



 



    (k) Drawdown Prospectus:  each reference
    to Final Terms shall, in the case of a Series of Notes which is
    the subject of a Drawdown Prospectus be read and construed as a
    reference to the final terms of the Notes set out in such
    Drawdown Prospectus;



 



    (l) Guarantees:  all references in this
    Trust Deed 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; and



 



    (m) Proceedings:  all references in these
    presents to taking proceedings against the Issuer
    and/or the
    Guarantors shall be deemed to include references to proving in
    the winding up of the Issuer
    and/or any
    Guarantor (as the case may be).



 




    1.3  The
    Conditions



 



    In this Trust Deed, unless the context requires or the same
    are otherwise defined, words and expressions defined in the
    Conditions and not otherwise defined herein shall have the same
    meaning in this Trust Deed.



 




    1.4  Headings



 



    The headings and
    sub-headings
    are for ease of reference only and shall not affect the
    construction of this Trust Deed.



 




    1.5  The
    Schedules



 



    The schedules are part of this Trust Deed and shall have
    effect accordingly.



 




    1.6 Written
    Notices/Approvals



 



    Any reference to a written notice or approval being given by the
    Trustee shall, for the avoidance of doubt, be deemed to include
    such notice being given by email.



 




    2.  Amount
    and Issue of the Notes
    



 




    2.1  Amount
    of the Notes



 



    The Notes will be issued in Series in an aggregate nominal
    amount from time to time outstanding not exceeding the
    Authorised Amount and, for the purpose of determining such
    aggregate nominal amount, Clause 14 of the Dealer Agreement
    shall apply.



 




    2.2  Prior
    to each Issue Date



 



    By not later than 3.00 p.m. (London time) on the fourth
    business day in London (which for this purpose shall be a day on
    which commercial banks are open for business in London)
    preceding each proposed Issue Date, the Issuer shall:





    

    9








 







    (a) deliver or cause to be delivered to the Trustee a draft
    of the relevant Final Terms and, if applicable, notify the
    Trustee of any proposed changes to the draft Final Terms
    delivered to the Trustee; and



 



    (b) notify the Trustee in writing without delay of the
    Issue Date and the nominal amount of the Notes of the relevant
    Tranche.



 



    For the avoidance of doubt, the Trustee shall not be required in
    any case to approve such Final Terms.



 




    2.3  Constitution
    of Notes



 



    Upon the issue of the Temporary Global Note, initially
    representing the Notes of any Tranche, such Notes shall become
    constituted by this Trust Deed without further formality.



 




    2.4  Further
    legal opinions



 



    After each anniversary of this Trust Deed and prior to the
    first issue of any Notes, on each occasion when a legal opinion
    is delivered to a Dealer pursuant to Clause 5.10 of the
    Dealer Agreement and on such other occasions as the Trustee so
    requests, the Issuer will procure, at no cost to the Trustee,
    that further legal opinions in such form and with such content
    as the Trustee may require from the legal advisers specified in
    the Dealer Agreement or in the relevant jurisdiction approved by
    the Trustee are delivered to the Trustee, provided that the
    Trustee shall not be required to approve the applicable legal
    opinions. In each such case, receipt by the Trustee of the
    relevant opinion shall be a condition precedent to the issue of
    Notes pursuant to this Trust Deed.



 




    3.  Covenant
    to Repay
    



 




    3.1  Covenant
    to repay



 



    The Issuer covenants with the Trustee that it shall, as and when
    the Notes of any Series or any of them become due to be redeemed
    or any principal on the Notes of any Series or any of them
    becomes due to be repaid in accordance with the Conditions,
    unconditionally pay or procure to be paid to or to the order of
    the Trustee in immediately available freely transferable funds
    in the relevant currency the principal amount of the Notes of
    such Series or any of them becoming due for payment on that date
    and shall (subject to the provisions of the Conditions and
    except in the case of Zero Coupon Notes), until all such
    payments (both before and after judgment or other order of a
    court of competent jurisdiction) are duly made, unconditionally
    pay or procure to be paid to or to the order of the Trustee as
    aforesaid on the dates provided for in the Conditions interest
    (which shall accrue from day to day) on the principal amount (or
    such other amount as may be specified in the Final Terms) of the
    Notes or any of them of such Series outstanding from time to
    time as set out in the Conditions (subject to Clause 3.3
    (Interest on Floating Rate Notes following Event of
    Default)) provided that:





    

    10








 







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



 



    (b) if any payment of principal or interest in respect of
    such Notes or any of them is made after the due date, payment
    shall be deemed not to have been made until either the full
    amount is paid to the relevant Noteholders, Receiptholders or
    Couponholders (as the case may be) or, if earlier, the seventh
    day after notice has been given to the relevant Noteholders in
    accordance with the Conditions that the full amount has been
    received by the Principal Paying Agent or the Trustee except, in
    the case of payment to the Principal Paying Agent, to the extent
    that there is failure in the subsequent payment to the
    Noteholders, Receiptholders, or Couponholders (as the case may
    be) under the Conditions; and



 



    (c) in any case where payment of the whole or any part of
    the principal amount due in respect of any Note is improperly
    withheld or refused upon due presentation of the relevant Note
    or Receipt (as the case may be) interest shall accrue on the
    whole or such part of such principal amount (except in the case
    of Zero Coupon Notes, to which the provision of Condition 8
    shall apply) from the date of such withholding or refusal until
    the date either on which such principal amount due is paid to
    the relevant Noteholders or Receiptholders (as the case may be)
    or, if earlier, the seventh day after which notice is given to
    the relevant Noteholders in accordance with the Conditions that
    the full amount payable in respect of the said principal amount
    is available for collection by the relevant Noteholders or
    Receiptholders (as the case may be) provided that on further due
    presentation of the relevant Note or Receipt (as the case may
    be) such payment is in fact made.



 



    The Trustee will hold the benefit of this covenant and the other
    covenants in this Trust Deed on trust for the Noteholders
    in accordance with their respective interests.



 




    3.2  Following
    an Event of Default



 



    At any time after any Event of Default or 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 12 to the relevant Noteholders, Receiptholders
    and/or
    Couponholders, the Trustee may:



 



    (a) by notice in writing to the Issuer, the Guarantors, the
    Principal Paying Agent and the other Agents require the
    Principal Paying Agent and the other Agents or any of them:



 



    (i) to act thereafter, until otherwise instructed by the
    Trustee, as Agents of the Trustee under the provisions of this
    Trust Deed on the terms provided in the Agency Agreement
    (with consequential






    

    11








 







    amendments as necessary and save that the Trustee’s
    liability under any provisions thereof for the indemnification,
    remuneration and payment of
    out-of-pocket
    expenses of the Agents shall be limited to amounts for the time
    being held by the Trustee on the trusts of this Trust Deed
    in relation to the Notes on the terms of this Trust Deed
    and available to the Trustee for such purpose) and thereafter to
    hold all Notes, Receipts and Coupons and all sums, documents and
    records held by them in respect of Notes, Receipts and Coupons
    on behalf of the Trustee; and/or



 



    (ii) to deliver up all Notes, Receipts and Coupons and all
    sums, documents and records held by them in respect of Notes,
    Receipts 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 document or record which the relevant Agent
    is obliged not to release by any law or regulation; and



 



    (b) by notice in writing to the Issuer and the Guarantors
    require each of them to make all subsequent payments in respect
    of Notes, Receipts and Coupons to or to the order of the Trustee
    and, with effect from the issue of any such notice until such
    notice is withdrawn, proviso 3.1(a) to Clause 3.1
    (Covenant to repay) and (so far as it concerns payments
    by the Issuer and the Guarantors) Clause 12.4 (Payments
    to Noteholders, Receiptholders and Couponholders) shall
    cease to have effect.



 




    3.3  Interest
    on Floating Rate Notes and Index Linked Interest Notes following
    Event of Default



 



    If Floating Rate Notes or Index Linked Interest Notes become
    immediately due and repayable under Condition 13 the rate
    and/or
    amount of interest payable in respect of them will be calculated
    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 (as defined in the Conditions) during which the
    Notes of the relevant Series become so due and repayable in
    accordance with Condition 13 (with consequential amendments as
    necessary) except that the rates of interest need not be
    published.



 




    3.4  Currency
    of payments



 



    All payments in respect of, under and in connection with this
    Trust Deed and the Notes to the relevant Noteholders,
    Receiptholders and Couponholders shall be made in the relevant
    currency as required by the Conditions.



 




    3.5  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, all the
    provisions of this Trust Deed shall apply mutatis
    mutandis separately and independently to the Notes of each
    Series and in such Clauses and Schedule the expressions
    “Notes”,
    “Noteholders”,
    “Receipts”,
    “Receiptholders”,
    “Coupons”,
    “Couponholders”,
    “Talons” and
    “Talonholders” shall be construed
    accordingly.





    

    12








 








    4.  Guarantee
    



 



    4.1 The Guarantors hereby irrevocably and unconditionally
    and on a joint and several basis, and notwithstanding the
    release of any other guarantor or any other person under the
    terms of any composition or arrangement with any creditors of
    the Issuer, guarantee to the Trustee:



 



    (a) the due and punctual payment in accordance with the
    provisions of this Trust Deed of the principal of and
    premium (if any) and interest on the Notes and of any other
    amounts payable by the Issuer under this
    Trust Deed; and



 



    (b) the due and punctual performance and observance by the
    Issuer of each of the other provisions of this Trust Deed
    on the Issuer’s part to be performed or observed.



 



    4.2 If the Issuer fails for any reason whatsoever
    punctually to pay any such principal, premium, interest or other
    amount, the Guarantors shall cause each and every such payment
    to be made as if the Guarantors instead of the Issuer were
    expressed to be the primary obligor under this Trust Deed
    and not merely as surety (but without affecting the nature of
    the Issuer’s obligations) to the intent that the holder of
    the relevant Note, Receipt or Coupon or the Trustee (as the case
    may be) shall receive the same amounts in respect of principal,
    premium, interest or such other amount as would have been
    receivable had such payments been made by the Issuer.



 



    4.3 If any payment received by the Trustee or any
    Noteholder or Couponholder under the provisions of this
    Trust Deed shall (whether on the subsequent bankruptcy,
    insolvency or corporate reorganisation of the Issuer or, without
    limitation, on any other event) be avoided or set aside for any
    reason, such payment shall not be considered as discharging or
    diminishing the liability of the Guarantors and this guarantee
    shall continue to apply as if such payment had at all times
    remained owing by the Issuer and the Guarantors shall indemnify
    the Trustee and the Noteholders
    and/or
    Receiptholders
    and/or
    Couponholders (as the case may be) in respect thereof PROVIDED
    THAT the obligations of the Issuer
    and/or the
    Guarantors under this
    sub-clause
    shall, as regards each payment made to the Trustee or any
    Noteholder or Couponholder which is avoided or set aside, be
    contingent upon such payment being reimbursed to the Issuer or
    other persons entitled through the Issuer.



 



    4.4 Each of the Guarantors hereby agrees that its
    obligations under this Clause shall be unconditional and that it
    shall be fully liable irrespective of the validity, regularity,
    legality or enforceability against the Issuer of, or of any
    defence or counter-claim whatsoever available to the Issuer in
    relation to, its obligations under this Trust Deed, whether
    or not any action has been taken to enforce the same or any
    judgment obtained against the Issuer, whether or not any of the
    other provisions of this Trust Deed have been modified,
    whether or not any time, indulgence, wavier, authorisation or
    consent has been granted to the Issuer by or on behalf of the
    Noteholders, Receiptholders or the Couponholders or the Trustee,
    whether or not any determination has been made by the Trustee
    pursuant to Clause 9 whether or not there have been any
    dealings or transactions between the Issuer, any of the
    Noteholders or Couponholders or the Trustee, whether or not the
    Issuer has been dissolved, liquidated, merged, consolidated,






    

    13








 







    bankrupted or has changed its status, functions, control or
    ownership, whether or not the Issuer has been prevented from
    making payment by foreign exchange provisions applicable at its
    place of registration or incorporation and whether or not any
    other circumstances have occurred which might otherwise
    constitute a legal or equitable discharge of or defence to any
    guarantor. Accordingly, the validity of this guarantee shall not
    be affected by reason of any invalidity, irregularity,
    illegality or unenforceability of all or any of the obligations
    of the Issuer under this Trust Deed and this guarantee
    shall not be discharged nor shall the liability of a Guarantor
    under this Trust Deed be affected by any act, thing or
    omission or means whatever whereby its liability would not have
    been discharged if it had been the principal debtor.



 



    4.5 Without prejudice to the provisions of Clause 11
    the Trustee may determine from time to time whether or not it
    will enforce this guarantee which it may do without making any
    demand of or taking any proceedings against the Issuer and may
    from time to time make any arrangement or compromise with the
    Guarantors in relation to this guarantee which the Trustee may
    consider expedient in the interests of the Noteholders.



 



    4.6 The Guarantors waive diligence, presentment, demand of
    payment, filing of claims with a court in the event of
    dissolution, liquidation, merger or bankruptcy of the Issuer,
    any right to require a proceeding first against the Issuer,
    protest or notice with respect to this Trust Deed or the
    indebtedness evidenced thereby and all demands whatsoever and
    covenants that this guarantee shall be a continuing guarantee,
    shall extend to the ultimate balance of all sums payable and
    obligations owed by the Issuer under this Trust Deed, shall
    not be discharged except by complete performance of the
    obligations in this Trust Deed and is additional to, and
    not instead of, any security or other guarantee or indemnity at
    any time existing in favour of any person, whether from the
    Guarantors or otherwise.



 



    4.7 If any moneys shall become payable by the Guarantors
    under this guarantee the Guarantors shall not, so long as the
    same remain unpaid, without the prior written consent of the
    Trustee:



 



    (a) in respect of any amounts paid by it under these
    guarantees, exercise any rights of subrogation or contribution
    or, without limitation, any other right or remedy which may
    accrue to it in respect of or as a result of any such
    payment; or



 



    (b) in respect of any other moneys for the time being due
    to the Guarantors by the Issuer, claim payment thereof or
    exercise any other right or remedy.



 



    (including in either case claiming the benefit of any security
    or right of set-off or, on the liquidation of the Issuer,
    proving in competition with the Trustee). If, notwithstanding
    the foregoing, upon the bankruptcy, insolvency or liquidation of
    the Issuer, any payment or distribution of assets of the Issuer
    of any kind or character, whether in cash, property or
    securities, shall be received by the Guarantors before payment
    in full of all amounts payable under this Trust Deed shall
    have been made to the Noteholders, the Couponholders and the
    Trustee, such payment or distribution shall be received by the
    Guarantors on trust to pay the same over immediately to the
    Trustee for application in or towards the payment of all sums
    due and unpaid under this Trust Deed in accordance with
    Clause 7.





    

    14








 







    4.8 Until all amounts which may be or become payable by the
    Issuer under this Trust Deed have been irrevocably paid in
    full, the Trustee may:



 



    (a) refrain from applying or enforcing any other moneys,
    security or rights held or received by the Trustee in respect of
    those amounts, or apply and enforce the same in such manner and
    order as it sees fit (whether against those amounts or
    otherwise), and the Guarantors shall not be entitled to the
    benefit of the same; and



 



    (b) hold in a suspense account any moneys received from the
    Guarantors or an account of the Guarantors’ liability under
    this guarantee, without liability to pay interest on those
    moneys.



 




    5.  The
    Notes
    



 




    5.1  Global
    Notes



 



    (a) The Notes of each Tranche will initially be together
    represented by a Temporary Global Note. Each Temporary Global
    Note shall (save as may be specified in the relevant Final
    Terms) be exchangeable, in accordance with its terms, for
    interests in a Permanent Global Note or Notes in definitive form
    together with, where applicable, Receipts and (except in the
    case of Zero Coupon Notes) Coupons, and where applicable Talons
    attached.



 



    (b) Each Permanent Global Note shall be exchangeable, in
    accordance with its terms, for Notes in definitive form.



 



    All Global Notes shall be prepared, completed and delivered to a
    common depositary (in the case of a CGN) or common safekeeper
    (in the case of a NGN) for Euroclear and Clearstream, Luxembourg
    in accordance with the provisions of the Dealer 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.



 




    5.2  Notes
    in definitive form



 



    Notes in definitive form will be security printed in accordance
    with applicable legal and stock exchange requirements
    substantially in the form set out in Part C of Schedule 2. Any
    Coupons, Receipts and Talons will also be security printed in
    accordance with the same requirements and will be attached to
    the Notes in definitive form at the time of issue. Notes in
    definitive form will be endorsed with the Conditions and shall
    have endorsed thereon or attached thereto a copy of the
    applicable Final Terms (or the relevant provisions thereof).





    

    15








 








    5.3  Signature



 



    The Global Notes and the Notes in definitive form will be signed
    manually or in facsimile by a duly authorised person designated
    by the Issuer and will be authenticated manually by or on behalf
    of the Principal Paying Agent and if applicable, will be
    effectuated manually by or on behalf of the Common Safekeeper.
    The Issuer may use the facsimile signature of a person who at
    the date such signature was originally produced was such a duly
    authorised person even if at the time of issue of any Global
    Note or Note in definitive form he is no longer so authorised.
    Global Notes and Notes in definitive form so executed, duly
    authenticated and, if applicable, duly effectuated will be
    binding and valid obligations of the Issuer and title thereto
    shall pass by delivery.



 




    5.4  Entitlement
    to treat holder as owner



 



    The Issuer, the Guarantors, the Trustee and any Paying Agent may
    deem and treat the holder of any Note and the holder of any
    Receipt or Coupon as the absolute owner of such Note, Receipt or
    Coupon, as the case may be, free of any equity, set-off or
    counterclaim on the part of the Issuer or any Guarantor against
    the original or any intermediate holder of such Note, Receipt or
    Coupon (whether or not such Note, Receipt or Coupon shall be
    overdue and notwithstanding any notation of ownership or other
    writing thereon or any notice of previous loss or theft of such
    Note, Receipt or Coupon) for all purposes and, except as ordered
    by a court of competent jurisdiction or as required by
    applicable law, the Issuer, the Guarantors, the Trustee and any
    Paying Agent shall not be affected by any notice to the
    contrary. All payments made to any such holder shall be valid
    and, to the extent of the sums so paid, effective to satisfy and
    discharge the liability for the moneys payable upon the Notes.



 




    5.5  Further
    Notes



 



    The Issuer shall be at liberty from time to time (but subject
    always to the provisions of this Trust Deed) without the
    consent of the Noteholders, Receiptholders 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.



 




    6.  Cancellation
    of Notes and Records
    



 



    6.1 The Issuer shall procure that all Notes issued by it
    which are (a) redeemed or (b) purchased by or on
    behalf of the Issuer, a Guarantor or any Subsidiary and
    surrendered for cancellation or (c) which, being mutilated
    or defaced, have been surrendered and replaced pursuant to
    Condition 15 (Replacement of Notes, Receipts, Coupons and
    Talons) (together in each case, in the case of Definitive
    Notes, with all unmatured Receipts and Coupons attached thereto
    or delivered therewith), and all Receipts and Coupons paid in
    accordance with the relevant Conditions or which, being
    mutilated or defaced, have been surrendered and replaced
    pursuant to Condition 15 (Replacement of Notes, Receipts,
    Coupons and Talons), shall forthwith be cancelled by or on
    behalf of the Issuer and a certificate stating:





    

    16








 







    (i) the aggregate nominal amount of Notes which have been
    redeemed and the aggregate amounts in respect of Receipts and
    Coupons which have been paid;



 



    (ii) the serial numbers of such Notes in definitive form
    and Receipts;



 



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



 



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



 



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



 



    (vi) the aggregate nominal amounts of Notes and Receipts
    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;



 



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



 



    (viii) 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 one month after the end
    of each calendar quarter during which any such redemption,
    purchase, payment, exchange or replacement (as the case may be)
    takes place. The Trustee may accept such certificate as
    conclusive evidence of redemption, purchase, payment, exchange
    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.



 



    6.2 The Issuer shall procure (a) that the Principal
    Paying Agent shall keep a full and complete record of all Notes,
    Receipts, Coupons and Talons issued by it (other than serial
    numbers of Receipts and Coupons) and of their redemption, any
    cancellation or any payment (as the case may be) and of all
    replacement notes, receipts, coupons or talons issued in
    substitution for lost, stolen, mutilated, defaced or destroyed
    Notes, Receipts, Coupons or Talons,






    

    17








 







    (b) that the Principal Paying Agent shall in respect of the
    Coupons of each maturity retain (in the case of Coupons other
    than Talons) until the expiry of ten 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 (c) that
    such records and Coupons (if any) shall be made available to the
    Trustee at all reasonable times.



 




    7.  Covenant
    to Comply with the Trust Deed
    



 




    7.1  Covenant
    to comply with the Trust Deed



 



    Each of the Issuer and each Guarantor severally covenants with
    the Trustee to comply with those provisions of this
    Trust Deed and the Conditions which are expressed to be
    binding on it and to perform and observe the same. The Notes,
    the Receipts and the Coupons are subject to the provisions
    contained in this Trust Deed, all of which shall be binding
    upon the Issuer, the Guarantors, the Noteholders, the
    Receiptholders, the Couponholders and all persons claiming
    through or under them respectively. The Trustee shall hold the
    benefit of this covenant upon trust for itself and the
    Noteholders, the Receiptholders and the Couponholders according
    to its and their respective interests.



 




    7.2  Trustee
    may enforce Conditions



 



    The Trustee shall itself be entitled to enforce the obligations
    of the Issuer and each Guarantor under the Notes and the
    Conditions 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.



 




    8.  Covenants
    by the Issuer and the Guarantors
    



 



    So long as any of the Notes remains outstanding, the Issuer and
    the Guarantors will each:



 



    (a) Books of account:  at all times keep
    and procure that all its Subsidiaries keep such books of account
    as may be necessary to comply with all applicable laws and so as
    to enable the financial statements of the Issuer or, as the case
    may be, the relevant Guarantor to be prepared and, if the
    Trustee, in its sole opinion, determines that it is necessary to
    request access to such books of account, allow the Trustee and
    any person appointed by it, to whom the Issuer, the relevant
    Guarantor or the relevant Subsidiary (as the case may be) shall
    have no reasonable objection, free access to the same at all
    reasonable times during normal business hours and to discuss the
    same with responsible officers of the Issuer;



 



    (b) Event of Default:  give notice in
    writing to the Trustee forthwith of the coming into existence of
    any security interest which would require any security to be
    given to the Notes pursuant to Condition 5 (Negative
    Pledge) or of the occurrence of any Event of Default,
    Potential Event of Default, Change of Control or Change of
    Control Put Event and without waiting for the Trustee to take
    any further action;





    

    18








 







    (c) Certificate of Compliance:  provide to
    the Trustee within seven days of any request by the Trustee and
    at the time of the despatch to the Trustee of its annual balance
    sheet and profit and loss account, and in any event not later
    than 180 days after the end of its financial year, a
    certificate, signed by two Authorised Signatories of the Issuer
    or, as the case may be, the relevant Guarantor certifying that
    up to a specified date not earlier than seven days prior to the
    date of such certificate (the “Certified Date”) the
    Issuer or, as the case may be, the relevant Guarantor has
    complied with its obligations under this Trust Deed and the
    Notes (or, if such is not the case, giving details of the
    circumstances of such non-compliance) and that as at such date
    there did not exist nor had there existed at any time prior
    thereto since the Certified Date in respect of the previous such
    certificate (or, in the case of the first such certificate,
    since the date of this Trust Deed) any Event of Default,
    Potential Event of Default, Change of Control Put Event, Change
    of Control or other matter which could affect the ability of the
    Issuer or, as the case may be, the relevant Guarantor to perform
    its obligations under this Trust Deed or (if such is not
    the case) specifying the same;



 



    (d) Financial statements:  send to the
    Trustee and to the Principal Paying Agent (if the same are
    produced) as soon as practicable after their date of publication
    and in the case of annual financial statements in any event not
    more than 180 days after the end of each financial year,
    two copies of the Issuer’s or, as the case may be, the
    relevant Guarantor’s consolidated annual balance sheet and
    profit and loss account and of every balance sheet, profit and
    loss account, report or other notice, statement or circular
    issued (or which under any legal or contractual obligation
    should be issued) to the members or holders of debentures or
    creditors (or any class of them) of the Issuer or, as the case
    may be, the relevant Guarantor in their capacity as such at the
    time of the actual (or legally or contractually required) issue
    or publication thereof and procure that the same are made
    available for inspection by Noteholders, Receiptholders and
    Couponholders at the Specified Offices of the Paying Agents as
    soon as practicable thereafter;



 



    (e) Information:  so far as permitted by
    applicable law, at all times give to the Trustee such
    information, opinions, certificates and other evidence as it
    shall require in accordance with its fiduciary duties and
    obligations to the Noteholders and in such form as it shall
    require (including, without limitation, the certificates called
    for by the Trustee pursuant to Clause 8(c) (Certificate of
    Compliance) for the exercise of its duties, trusts, powers,
    authorities and discretions vested in it under this
    Trust Deed or by operation of law;



 



    (f) Notes held by Issuer and the
    Guarantors:  send to the Trustee forthwith upon
    being so requested in writing by the Trustee a certificate of
    the Issuer or, as the case may be, the relevant Guarantor
    (signed on its behalf by two Authorised Signatories) setting out
    the total number of Notes of each Series which at the date of
    such certificate are held by or for the benefit of the Issuer,
    the relevant Guarantor or any Subsidiary;





    

    19








 







    (g) Execution of further Documents:  so
    far as permitted by applicable law, at all times execute all
    such further documents and do all such further acts and things
    as may be necessary at any time or times in the opinion of the
    Trustee to give effect to the provisions of this Trust Deed;



 



    (h) Notices to Noteholders:  send or
    procure to be sent to the Trustee not less than three business
    days in London prior to the date of publication, for the
    Trustee’s approval, one copy of each notice to be given to
    the Noteholders in accordance with Condition 19 (Notices)
    and not publish such notice without such approval (such approval
    not to be unreasonably withheld or delayed) and, upon
    publication, send to the Trustee two copies of such notice (such
    approval, unless so expressed, not to constitute approval of
    such notice for the purpose of Section 21 of the Financial
    Services and Markets Act 2000);



 



    (i) Notification of non-payment:  use its
    reasonable endeavours to procure that the Principal Paying Agent
    notifies the Trustee forthwith in the event that it does not, on
    or before the due date for payment in respect of the Notes,
    Receipts or Coupons of any Series or any of them receive
    unconditionally the full amount in the relevant currency of the
    moneys payable on such due date on all such Notes, Receipts or
    Coupons;



 



    (j) Notification of late payment:  in the
    event of the unconditional payment to the Principal Paying Agent
    or the Trustee of any sum due in respect of any of the Notes,
    the Receipts or the Coupons or any of them being made after the
    due date for payment thereof, forthwith give notice to the
    Noteholders that such payment has been made in accordance with
    Condition 19 (Notices);



 



    (k) Notification of redemption or
    payment:  not less than the number of days
    specified in the relevant Condition prior to the redemption or
    payment date in respect of any Note, Receipt or Coupon give to
    the Trustee notice in writing of the amount of such redemption
    or payment pursuant to the Conditions and duly proceed to redeem
    or pay such Notes, Receipts or Coupons accordingly;



 



    (l) Tax or optional redemption:  if the
    Issuer gives notice to the Trustee that it intends to redeem the
    Notes pursuant to Conditions 10(b) and 10(c) and prior to the
    Issuer giving such notice to the Noteholders, provide such
    information to the Trustee as the Trustee requires in order to
    satisfy itself of the matters referred to in such Condition;



 



    (m) Obligations of Agents:  observe and
    comply with its obligations and use all reasonable endeavours to
    procure that the Agents observe and comply with all their
    obligations under the Agency Agreement and notify the Trustee
    immediately it becomes aware of any material breach or failure
    by an Agent in relation to the Notes, Receipts or Coupons and at
    all times maintain Paying Agents and a Calculation Agent in
    accordance with the Conditions;



 



    (n) Change of taxing jurisdiction:  if
    before the Relevant Date for any Note, Receipt or Coupon the
    Issuer or any Guarantor shall become subject generally to the
    taxing jurisdiction of any territory or any political
    sub-division
    thereof or any authority therein or thereof having power to tax
    other than or in addition to the






    

    20








 







    United Kingdom, immediately upon becoming aware thereof notify
    the Trustee of such event and (unless the Trustee otherwise
    agrees) enter forthwith into a trust deed supplemental hereto,
    giving to the Trustee an undertaking or covenant in form and
    manner satisfactory to the Trustee in terms corresponding to the
    terms of Condition 12 with the substitution for (or, as the case
    may be, the addition to) the references therein to the United
    Kingdom of references to that other or additional territory to
    whose taxing jurisdiction, or that of a political subdivision
    thereof or an authority therein or thereof, the Issuer or, as
    the case may be, the relevant Guarantor shall have become
    subject as aforesaid, such trust deed also to modify Condition
    12 so that such Condition shall make reference to that other or
    additional territory;



 



    (o) Listing:  at all times use reasonable
    endeavours to maintain the admission to listing, trading
    and/or
    quotation of the Notes of each Series by the relevant competent
    authority, stock exchange
    and/or
    quotation system on which they are admitted to listing, trading
    and/or
    quotation on issue as indicated in the relevant Final Terms or,
    if it is unable to do so having used all reasonable endeavours
    or, if the Trustee considers that the maintenance of such
    admission to listing, trading
    and/or
    quotation is agreed by the Trustee to be unduly burdensome or
    impractical and the Trustee is of the opinion that to do so
    would not be materially prejudicial to the interests of the
    Noteholders, use reasonable endeavours to obtain and maintain
    admission to listing, trading
    and/or
    quotation of the Notes on such other competent authority, stock
    exchange
    and/or
    quotation system as the Issuer and the Guarantors may (with the
    approval of the Trustee decide and give notice of the identity
    of such other competent authority, stock exchange or quotation
    system to the Noteholders;



 



    (p) Authorised Signatories:  upon the
    execution hereof and thereafter forthwith upon any change of the
    same, deliver to the Trustee (with a copy to the Principal
    Paying Agent) a list of the Authorised Signatories of the Issuer
    and each Guarantor, together with certified specimen signatures
    of the same;



 



    (q) Payments:  pay moneys payable by it to
    the Trustee hereunder without set off, counterclaim, deduction
    or withholding, unless otherwise compelled by law and in the
    event of any deduction or withholding compelled by law pay such
    additional amount as will result in the payment to the Trustee
    of the amount which would otherwise have been payable by it to
    the Trustee hereunder; and



 



    (r) Notification of amendment to Dealer
    Agreement:  notify the Trustee of any amendment to
    the Dealer Agreement.



 



    (s) Auditor’s certificates:  cause to
    be prepared and certified by the 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;



 



    (t) Further documents:  at all times
    execute and do all such further documents, acts and things as
    may be necessary at any time or times in the reasonable opinion
    of the Trustee to give effect to this Trust Deed;





    

    21








 







    (u) Appointment and removal of
    Agents:  give notice to the Noteholders in
    accordance with Condition 19 (Notices) of any
    appointment, resignation or removal of any Paying Agent or
    Calculation Agent (other than the appointment of the initial
    Agents and Calculation Agent) 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, Receipts or Coupons remains liable to
    prescription in the case of the termination of the appointment
    of the Principal Paying Agent no such termination shall take
    effect until a new Calculation Agent or Principal Paying Agent
    (as the case may be) has been appointed on terms previously
    approved in writing by the Trustee;



 



    (v) Subsidiaries:  procure its
    Subsidiaries to comply with all applicable provisions of
    Condition 10 (Redemption and Purchases);



 



    (w) Documents available for
    inspection:  use reasonable endeavours to procure
    that each Paying Agent makes available for inspection by
    Noteholders, Receiptholders and Couponholders at its specified
    office copies of this Trust Deed, the Agency Agreement and
    the then latest audited balance sheet and profit and loss
    account (consolidated if applicable) of the Issuer and the
    Guarantors;



 



    (x) U.S. Paying Agent:  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 19 (Notices);



 



    (y) Dealer Agreement:  promptly provide
    the Trustee with copies of all supplements
    and/or
    amendments
    and/or
    restatements of the Dealer Agreement;



 



    (z) List of Material Subsidiaries:  give
    to the Trustee (i) on the date hereof and (ii) at the
    same time as sending to it the certificates referred to in
    paragraph (c) above, a certificate signed by two Authorised
    Signatories 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 date hereof, as at
    the Certified Date (as defined in paragraph (c) above) of
    the relevant certificate given under paragraph (c) above
    or, as the case may be, as at the first day on which the then
    latest audited consolidated accounts of the Issuer became
    available were Material Subsidiaries for the purposes of
    Condition 13 (Events of Default);



 



    (aa) Change in Material
    Subsidiaries:  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 Material
    Subsidiary or after any transfer is made to any Subsidiary of
    the Issuer which thereby becomes a Material Subsidiary, a
    certificate by two Authorised Signatories of the Issuer
    addressed to the Trustee (with a form and content satisfactory
    to the Trustee) to such effect;





    

    22








 







    (bb) Coupons:  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, the
    Guarantors or any other Subsidiary of the Issuer;



 



    (cc) Legal Opinions:  prior to making any
    modification or amendment or supplement to this Trust Deed,
    procure the delivery of (a) legal opinion(s) as to English
    and any other relevant law, addressed to the Trustee, dated the
    date of such modification or amendment or supplement, as the
    case may be, and in a form acceptable to the Trustee from legal
    advisers acceptable to the Trustee;



 



    (dd) Euroclear and Clearstream:  use all
    reasonable endeavours to procure that Euroclear
    and/or
    Clearstream, Luxembourg (as the case may be) issue(s) any
    record, certificate or other document requested by the Trustee
    as soon as practicable after such request; and



 



    (ee) Notice of rating downgrade:  promptly
    notify the Trustee upon becoming aware that any of the ratings
    assigned to the Notes has been downgraded or withdrawn.



 




    9.  Amendments
    and Substitution
    



 




    9.1  Waiver



 



    Without prejudice to Clause 9.4, the Trustee may, without
    any consent or sanction of the Noteholders, Receiptholders or
    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, authorise or waive, on
    such terms and conditions (if any) as shall seem expedient to
    it, any breach or proposed breach by the Issuer or any Guarantor
    of any of the covenants or provisions contained in this
    Trust Deed or the Notes, Receipts or Coupons (other than a
    proposed breach or breach relating to the subject of a Reserved
    Matter) or determine that any Event of Default or Potential
    Event of Default shall not be treated as such for the purposes
    of this Trust Deed; any such authorisation, waiver or
    determination shall be binding on the Noteholders, the
    Receiptholders and the Couponholders and, if, but only if, the
    Trustee shall so require, the Issuer shall cause such
    authorisation, waiver or determination to be notified to the
    Noteholders as soon as practicable thereafter in accordance with
    the Conditions; provided that the Trustee shall not exercise any
    powers conferred upon it by this Clause in contravention of any
    express direction by an Extraordinary Resolution or of a request
    in writing made by the holders of not less than 20 per
    cent. in aggregate principal amount of the Notes then
    outstanding (but so that no such direction or request shall
    affect any authorisation, waiver or determination previously
    given or made) or so as to authorise or waive any such breach or
    proposed breach relating to any of the matters the subject of
    the Reserved Matters as specified and defined in Schedule 6.





    

    23








 








    9.2  Modifications



 



    Without prejudice to Clause 9.4, the Trustee may from time
    to time and at any time without any consent or sanction of the
    Noteholders, Receiptholders or Couponholders concur with the
    Issuer and the Guarantors in making (a) any modification to
    this Trust Deed (other than in respect of Reserved Matters
    as specified and defined in Schedule 6 or any provision of this
    Trust Deed referred to in that specification) or the Notes
    which in the opinion of the Trustee it may be proper to make
    provided the Trustee is of the opinion that such modification
    will not be materially prejudicial to the interests of the
    Noteholders or (b) any modification to this Trust Deed
    or the Notes if in the opinion of the Trustee such modification
    is of a formal, minor or technical nature or made to correct a
    manifest error or an error which is, in the opinion of the
    Trustee, proven. Any such modification shall be binding on the
    Noteholders, the Receiptholders and the Couponholders and,
    unless the Trustee otherwise agrees, the Issuer shall cause such
    modification to be notified to the Noteholders as soon as
    practicable thereafter in accordance with Condition 19
    (Notices).



 




    9.3  Substitution



 



    (a) Procedure:  Without prejudice to
    Clause 9.4, the Trustee may (1) without the consent of
    the Noteholders, the Receiptholders or the Couponholders, agree
    to the substitution, in place of the Issuer (or of any previous
    substitute under this Clause) of a Guarantor or its successor in
    business or any Subsidiary of the Issuer (hereinafter called the
    Substituted Obligor) as the principal debtor under
    this Trust Deed in relation to the Notes, Receipts, and
    Coupons of any Series and under the Notes, Receipts and Coupons
    of that Series and (2) without the consent of the
    Noteholders, the Receiptholders or the Couponholders, agree to
    the substitution of any Subsidiary of any Guarantor (also a
    Substituted Obligor) in place of a Guarantor (or
    any previous substitute under this Clause) as the guarantor
    under this Trust Deed in relation to the Notes, Receipts
    and Coupons of any Series and under the Notes, Receipts and
    Coupons of that Series, in each case provided that:



 



    (i) a trust deed is executed or some other written form of
    undertaking is given by the Substituted Obligor to the Trustee,
    in form and manner satisfactory to the Trustee, agreeing to be
    bound by the terms of this Trust Deed, the Notes, the
    Receipts and the Coupons (with any consequential amendments
    which the Trustee may deem appropriate) as fully as if the
    Substituted Obligor had been named in this Trust Deed and
    on the Notes, the Receipts and the Coupons as the principal
    debtor in place of the Issuer or, as the case may be, as the
    guarantor in place of the relevant Guarantor (or of any previous
    substitute under this Clause);



 



    (ii) the Issuer, the Guarantors and the Substituted Obligor
    execute such other deeds, documents and instruments (if any) as
    the Trustee may require in order that the substitution is fully
    effective and comply with such other requirements as the Trustee
    may direct in the interests of the Noteholders, the
    Receiptholders and the Couponholders;





    

    24








 







    (iii) an unconditional and irrevocable guarantee in form
    and substance satisfactory to the Trustee shall have been given
    (x) in the case of the substitution of the Issuer as
    provided in (1) above, by the Issuer and each of the
    Guarantors or, if one of the Guarantors or its successor in
    business has become the Substituted Obligor, by the Issuer and
    the remaining Guarantor or (y) in the case of the
    substitution of a Guarantor as provided in (2) above, by
    each of the Guarantors, of the obligations of the Substituted
    Obligor under this Trust Deed and the Notes;



 



    (iv) the Trustee is satisfied that (i) the Substituted
    Obligor has obtained all governmental and regulatory approvals
    and consents necessary for its assumption of liability as
    principal debtor or, as the case may be, as a guarantor in
    respect of this Trust Deed and the Notes, the Receipts and
    the Coupons in place of the Issuer and/or, as the case may be,
    the Guarantors or the relevant Guarantor (or such previous
    substitute as aforesaid) and (ii) the Issuer and/or, as the
    case may be, the Guarantors or the relevant Guarantor has
    obtained all governmental and regulatory approvals and consents
    necessary for the guarantee to be fully effective as referred to
    in
    sub-clause (c)
    and (iii) such approvals and consents are at the time of
    substitution in full force and effect;



 



    (v) (without prejudice to the generality of the preceding
    sub-clauses
    of this
    sub-clause 9.3(a))
    where the Substituted Obligor is incorporated, domiciled or
    resident in or is otherwise subject generally to the taxing
    jurisdiction of any territory or any political
    sub-division
    thereof or any authority of or in such territory having power to
    tax (the Substituted Territory) other than or in
    addition to the territory, the taxing jurisdiction of which (or
    to any such authority of or in which) the Issuer or, as the case
    may be, the relevant Guarantor is subject generally (the
    Issuer’s Territory), the Substituted Obligor
    will (unless the Trustee otherwise agrees) give to the Trustee
    an undertaking in form and manner satisfactory to the Trustee in
    terms corresponding to the terms of Condition 12 (Taxation) with
    the substitution for the reference in that Condition to the
    Issuer’s Territory of references to the Substituted
    Territory and in such event the Trust Deed and Notes,
    Receipts and Coupons will be interpreted accordingly;



 



    (vi) without prejudice to the rights of reliance of the
    Trustee under
    sub-clause 9.3(d)
    (Directors’ certification) the Trustee is satisfied
    that the said substitution is not materially prejudicial to the
    interests of the Noteholders;



 



    (vii) the Rating Agency has confirmed in writing to the
    Trustee that the substitution of the Substituted Obligor will
    not result in:





    

    25








 







    (A) in respect of any Series of Notes which is not
    specifically rated by any rating agency, a downgrading of the
    then current credit rating of any rating agency applicable to
    the class of debt represented by the Notes; or



 



    (B) in respect of any Series of Notes which is specifically
    rated by any rating agency, a downgrading of the then current
    credit rating applicable to such Series of Notes by such rating
    agency;



 



    (b) Change of law:  in connection with any
    proposed substitution of the Issuer or any Guarantor or any
    previous substitute, the Trustee may, in its absolute discretion
    and without the consent of the Noteholders or the Couponholders
    agree to a change of the law from time to time governing the
    Notes and the Coupons and this Trust Deed provided that
    such change of law, in the opinion of the Trustee, would not be
    materially prejudicial to the interests of the Noteholders;



 



    (c) Extra duties:  the Trustee shall be
    entitled to refuse to approve any Substituted Obligor if,
    pursuant to the law of the country of incorporation of the
    Substituted Obligor, the assumption by the Substituted Obligor
    of its obligations hereunder imposes responsibilities on the
    Trustee over and above those which have been assumed under this
    Trust Deed;



 



    (d) Directors’ certification:  if any
    two directors of the Substituted Obligor certify that
    immediately prior to the assumption of its obligations as
    Substituted Obligor under this Trust Deed the Substituted
    Obligor is solvent after taking account of all prospective and
    contingent liabilities resulting from its becoming the
    Substituted Obligor, the Trustee need not have regard to the
    financial condition, profits or prospects of the Substituted
    Obligor or compare the same with those of the Issuer or, as the
    case may be, the relevant Guarantor (or of any previous
    substitute under this Clause);



 



    (e) Interests of Noteholders:  in
    connection with any proposed substitution, the Trustee shall not
    have regard to, or be in any way liable for, the consequences of
    such substitution for individual Noteholders or the
    Couponholders resulting from their being for any purpose
    domiciled or resident in, or otherwise connected with, or
    subject to the jurisdiction of, any particular territory and no
    Noteholder or Couponholder shall, in connection with any such
    substitution, be entitled to claim from the Issuer or, as the
    case may be, the relevant Guarantor any indemnification or
    payment in respect of any tax consequence of any such
    substitution upon individual Noteholders or Couponholders;



 



    (f) Release of Issuer or, as the case may be, the
    relevant Guarantor:  any agreement by the Trustee
    pursuant to
    sub-clause 9.3(a)
    (Procedure) shall, if so expressed, operate to release
    the Issuer or, as the case may be, the relevant Guarantor (or
    such previous substitute as aforesaid) from any or all of its
    obligations as principal debtor or, as the case may be, as
    guarantor, in respect of the Notes, Receipts and Coupons and
    this Trust Deed (but without prejudice






    

    26








 







    to its liabilities under any guarantee given pursuant to
    sub-clause 9.3(c)).
    Not later than fourteen days after the execution of any such
    documents as aforesaid and after compliance with the said
    requirements of the Trustee, the Substituted Obligor shall cause
    notice thereof to be given to the Noteholders; and



 



    (g) Completion of substitution:  upon the
    execution of such documents and compliance with the said
    requirements, the Substituted Obligor shall be deemed to be
    named in this Trust Deed and the Notes, Receipts and
    Coupons as the principal debtor in place of the Issuer or, as
    the case may be, the guarantor in place of the relevant
    Guarantor (or in each case of any previous substitute under this
    Clause) and this Trust Deed, the Notes, the Receipts and
    the Coupons shall thereupon be deemed to be amended in such
    manner as shall be necessary to give effect to the substitution
    and without prejudice to the generality of the foregoing any
    references in this Trust Deed, in the Notes, Receipts and
    Coupons to the Issuer or, as the case may be, the relevant
    Guarantor shall be deemed to be references to the Substituted
    Obligor.



 




    9.4  Rating
    Confirmations



 



    For the purposes of determining whether or not the exercise by
    the Trustee of any of its trusts, powers, authorities, duties
    and discretions under this Trust Deed (including, without
    limitation, any modification, waiver, authorisation,
    determination or substitution), is materially prejudicial to the
    interests of the Noteholders of any Series of Notes, the Trustee
    shall be entitled to rely on (but is not bound by) any S&P
    or any Substituted Rating Agency confirmation received in
    respect thereof.



 




    10.  Breach
    



 



    Any breach of or failure to comply by the Issuer or the
    Guarantors with any such terms and conditions as are referred to
    in Clauses 8 and 9 shall constitute a default by the Issuer
    or the Guarantors (as the case may be) in the performance or
    observance of a covenant or provision binding on it under or
    pursuant to this Trust Deed.



 




    11.  Enforcement
    



 




    11.1  Legal
    proceedings



 



    The Trustee may at any time, at its discretion and without
    further notice, institute such proceedings against the Issuer
    and the Guarantors as it may think fit to recover any amounts
    due in respect of the Notes which are unpaid or to enforce any
    of its rights under this Trust Deed or the Conditions but
    it shall not be bound to take any such proceedings or any other
    action under this Trust Deed or the Notes unless
    (a) it shall have been so directed by an Extraordinary
    Resolution or so requested in writing by the holders of at least
    one-fifth in principal amount of the outstanding Notes and
    (b) it shall have been indemnified
    and/or
    secured
    and/or
    prefunded to its satisfaction against all Liabilities to which
    it may thereby become liable and all Liabilities incurred by it
    in connection therewith and provided that the Trustee shall not
    be held liable for the consequence of taking any such action and
    may take such action without having regard to the effect of such
    action on individual Noteholders, Receiptholders, or
    Couponholders. Only the Trustee may enforce the provisions of
    the this Trust Deed and the Notes, Receipts and Coupons and
    no Noteholder, Receiptholder or Couponholder shall be entitled
    to proceed directly against the Issuer






    

    27








 







    and/or any
    Guarantor unless the Trustee, having become bound so to proceed,
    fails to do so within a reasonable time and such failure is
    continuing.



 




    11.2  Evidence
    of default



 



    Proof that:



 



    (a) as regards any specified Note the Issuer has made
    default in paying any principal due in respect of such Note
    shall (unless the contrary be proved) be sufficient evidence
    that the Issuer has made the like default as regards all other
    Notes in respect of which a corresponding payment is then due;



 



    (b) as regards any specified Coupon the Issuer has made
    default in paying any interest due in respect of such Coupon
    shall (unless the contrary be proved) be sufficient evidence
    that the Issuer has made the like default as regards all other
    Coupons in respect of which a corresponding payment is then
    due; and



 



    (c) as regards any Talon, the Issuer has made default in
    exchanging such Talon for further Coupons and a further Talon as
    provided by its terms shall (unless the contrary be proved) be
    sufficient evidence that the Issuer has made the like default as
    regards all other Talons which are then available for exchange,



 



    and for the purposes of Subclauses 11.2(a) and 11.2(b) a payment
    shall be a “corresponding” payment notwithstanding
    that it is due in respect of a Note of a different denomination
    from that in respect of the above specified Note.



 




    12.  Application
    of Moneys
    



 


		
	
    12.1  
	
    Application
    of moneys




 



    All moneys received by the Trustee in respect of the Notes of
    any Series or amounts payable under this Trust Deed will
    despite any appropriation of all or part of them by the Issuer
    (including any moneys which represent principal or interest in
    respect of Notes, Receipts or Coupons which have become void
    under the Conditions 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 this Trust Deed from the
    Issuer or, as the case may be, the Guarantors 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 on trust to apply them
    (subject to Clause 12.2 (Investment of moneys):



 



    (a) first, in payment or satisfaction of those Liabilities
    incurred by the Trustee or any Appointee in the preparation,
    maintenance and execution of the trusts of this Trust Deed
    (including remuneration and any additional remuneration of the
    Trustee);



 



    (b) secondly, in or towards payment pari passu and
    rateably of all interest remaining unpaid in respect of the
    Notes of the relevant Series and all principal moneys due on or
    in respect of the Notes of that Series provided that where the
    Notes of more than one Series become so due and payable, such
    monies shall be






    

    28








 







    applied as between the amounts outstanding in respect of the
    different Series pari passu and rateably (except where,
    in the opinion of the Trustee, such monies are paid in respect
    of a specific Series or several specific Series, in which event
    such monies shall be applied solely to the amounts outstanding
    in respect of that Series or those Series respectively); and



 



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



 



    Without prejudice to this Clause 10, 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 14 (Prescription), the
    Trustee will hold such moneys on the above trusts.



 


		
	
    12.2  
	
    Investment
    of moneys




 



    If the amount of the moneys at any time available for payment of
    principal and interest in respect of the Notes of any Series
    under Clause 12.1 (Application of moneys) shall be
    less than a sum sufficient to pay at least one-tenth of the
    principal amount of the Notes of such Series then outstanding,
    the Trustee may, at its discretion, invest such moneys upon some
    or one of the investments hereinafter authorised with power from
    time to time, with like discretion, to vary such investments;
    and such investment with the resulting income thereof may be
    accumulated until the accumulations together with any other
    funds for the time being under the control of the Trustee and
    available for the purpose shall amount to a sum sufficient to
    pay at least one-tenth of the principal amount of the Notes of
    such Series then outstanding and such accumulation and funds
    (after deduction of any taxes and any other deductibles
    applicable thereto) shall then be applied in the manner
    aforesaid.



 


		
	
    12.3  
	
    Authorised
    Investments




 



    Any moneys which under this Trust Deed may be invested by
    the Trustee may be invested in the name or under the control of
    the Trustee in any of the investments for the time being
    authorised by English law for the investment by trustees of
    trust moneys or in any other investments, whether similar to
    those aforesaid or not, which may be selected by the Trustee or
    by placing the same on deposit in the name or under the control
    of the Trustee with such bank or other financial institution as
    the Trustee may think fit and in such currency as the Trustee in
    its absolute discretion may determine and the Trustee may at any
    time vary or transfer any of such investments for or into other
    such investments or convert any moneys so deposited into any
    other currency and shall not be responsible for any Liability
    occasioned by reason of any such investments or such deposit
    whether by depreciation in value, fluctuation in exchange rates
    or otherwise. If that bank or institution is the Trustee or a
    subsidiary, holding company or associated company of the
    Trustee, it need only account for an amount of interest equal to
    the amount of interest that would be payable by it on such
    deposit to an independent customer.





    

    29








 








    12.4  Payment
    to Noteholders, Receiptholders and Couponholders



 



    The Trustee shall give notice to the Noteholders in accordance
    with Condition 19 (Notices) of the date fixed for any
    payment under Clause 12.1 (Application of Moneys).
    Any payment to be made in respect of the Notes, Receipts or
    Coupons of any Series by the Issuer, any Guarantor or the
    Trustee may be made in the manner provided in Condition 11
    (Payments), the Agency Agreement and this Trust Deed
    and any payment so made shall be a good discharge of such
    payment to the extent of such payment by the Issuer, the
    relevant Guarantor or the Trustee (as the case may be).



 




    12.5  Production
    of Notes, Receipts and Coupons



 



    Upon any payment under Clause 12.4 (Payment to
    Noteholders, Receiptholders and Couponholders) of principal
    or interest, the Note, Receipt or Coupon in respect of which
    such payment is made shall, if the Trustee so requires, be
    produced to the Trustee or the Paying Agent by or through whom
    such payment is made and the Trustee shall in respect of a Note,
    Receipt or Coupon (a) in the case of part payment, enface
    or cause such Paying Agent to enface a memorandum of the amount
    and date of payment thereon (or, in the case of part payment of
    an NGN Temporary Global Note or an NGN Permanent Global Note
    cause the Principal Paying Agent to procure that the ICSDs make
    appropriate entries in their records to reflect such payment) or
    (b) in the case of payment in full, cause such Note,
    Receipt or Coupon to be surrendered or shall cancel or procure
    the same to be cancelled and shall certify or procure the
    certification of such cancellation.



 




    12.6  Noteholders
    to be treated as holding all Receipts and Coupons



 



    Wherever in this Trust Deed the Trustee is required or
    entitled to exercise a power, trust, authority or discretion
    under this Trust Deed, the Trustee shall, notwithstanding
    that it may have express notice to the contrary assume that each
    Noteholder is the holder of all Receipts, Coupons and Talons
    appertaining to each Note of which he is the holder.



 




    12.7  Regulated
    Activities



 



    Notwithstanding anything in this Trust Deed to the
    contrary, the Trustee shall not be 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 agent or person which
    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.



 


		
	
    13.  
	
    Terms
    of Appointment




 



    By way of supplement to the Trustee Acts, it is expressly
    declared as follows:





    

    30








 






		
	
    13.1  
	
    Reliance
    on Information




 



    (a) Advice:  the Trustee may in relation
    to this Trust Deed act on the opinion or advice of or a
    certificate or any information obtained from any lawyer, banker,
    valuer, surveyor, broker, auctioneer, accountant or other expert
    (whether obtained by the Trustee, the Issuer, any Guarantor, any
    Subsidiary or any Agent) and shall not be responsible for any
    Liability occasioned by so acting; any such opinion, advice,
    certificate or information may be sent or obtained by letter,
    telegram, telex, email or facsimile transmission and the Trustee
    shall not be liable for acting on any opinion, advice,
    certificate or information purporting to be so conveyed although
    the same shall contain some error or shall not be authentic;



 



    (b) Certificate of Directors or Authorised
    Signatories:  the Trustee may call for and shall
    be at liberty to accept a certificate signed by two Directors
    and/or two
    Authorised Signatories of the Issuer or any Guarantor, as the
    case may be, or other person duly authorised on its behalf as to
    any fact or matter prima facie within the knowledge of the
    Issuer or the relevant Guarantor, as the case may be, as
    sufficient evidence thereof and a like certificate to the effect
    that any particular dealing, transaction or step or thing is, in
    the opinion of the person so certifying expedient, as sufficient
    evidence that it is expedient 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 its failing so to do;



 



    (c) Certificate of Auditors:  a
    certificate of the Auditors of the Issuer that in their opinion
    a Subsidiary is or is not or was or was not at any particular
    time or during any particular period a Material Subsidiary
    shall, in the absence of manifest error, be conclusive and
    binding on the Issuer, the Guarantors, the Trustee, the
    Noteholders, the Receiptholders and the Couponholders;



 



    (d) Resolution or direction of
    Noteholders:  the Trustee shall not be responsible
    for acting upon any resolution purporting to be a Written
    Resolution or to have been passed at any meeting of the
    Noteholders in respect whereof minutes have been made and signed
    or a direction of a specified percentage of Noteholders, even
    though it may subsequently be found that there was some defect
    in the constitution of the meeting or the passing of the
    resolution or the making of the directions or in the case of a
    Written Resolution in writing or a direction or a request it was
    not signed by the requisite number of Noteholders or that for
    any reason the resolution purporting to be a Written Resolution
    or to have been passed at any Meeting or the making of the
    directions was not valid or binding upon the Noteholders, the
    Receiptholders and the Couponholders;



 



    (e) Reliance on certification of clearing
    system:  the Trustee may call for any certificate
    or other document issued by Euroclear, Clearstream, Luxembourg
    or any other relevant clearing system in relation to any matter.
    Any such certificate or other document shall, in the absence of
    manifest error, be conclusive and binding for all purposes. Any
    such certificate or other document may comprise any form of
    statement or print out of electronic records






    

    31








 







    provided by the relevant clearing system (including
    Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom
    system) in accordance with its usual procedures and in which the
    holder of a particular principal or nominal amount of the Notes
    is clearly identified together with the amount of such holding.
    The Trustee shall not be liable to any person by reason of
    having accepted as valid or not having rejected any certificate
    or other document to such effect purporting to be issued by
    Euroclear or Clearstream, Luxembourg or any other relevant
    clearing system and subsequently found to be forged or not
    authentic;



 



    (f) Noteholders as a class:  whenever in
    this Trust Deed the Trustee is required in connection with
    any exercise of its powers, trusts, authorities or discretions
    to have regard to the interests of the Noteholders, it shall
    have regard to the interests of the Noteholders as a class and
    in particular, but without prejudice to the generality of the
    foregoing, shall not be obliged to have regard to the
    consequences of such exercise for any individual Noteholder
    resulting from his or its 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, Receiptholder or Couponholder be entitled
    to claim, from the Issuer, the Guarantors, the Trustee or any
    other person any indemnification or payment in respect of any
    tax consequence of any such exercise upon individual
    Noteholders, Receiptholders or Couponholders except to the
    extent already provided for in Condition 12 (Taxation)
    and/or any
    undertaking given in addition thereto or in substitution
    therefor under this Trust Deed;



 



    (g) Trustee not responsible for
    investigations:  the Trustee shall not be
    responsible for, or for investigating any matter which is the
    subject of, any recital, statement, representation, warranty or
    covenant of any person contained in this Trust Deed, the
    Notes or any other agreement or document relating to the
    transactions herein or therein contemplated or for the
    execution, legality, effectiveness, adequacy, genuineness,
    validity, enforceability or admissibility in evidence thereof;



 



    (h) No obligation to monitor:  the Trustee
    shall be under no obligation to monitor or supervise the
    functions of any other person under the Notes or any other
    agreement or document relating to the transactions herein or
    therein contemplated and shall be entitled, in the absence of
    actual knowledge of a breach of obligation, to assume that each
    such person is properly performing and complying with its
    obligations;



 



    (i) Notes held by the Issuer:  in the
    absence of knowledge or express notice to the contrary, the
    Trustee may assume without enquiry (other than requesting a
    certificate of the Issuer or any Guarantor under
    sub-clause 8(f)
    (Notes held by Issuer and the Guarantors), that no Notes
    are for the time being held by or for the benefit of the Issuer,
    any Guarantor or any Subsidiary;





    

    32








 







    (j) Forged Notes:  the Trustee shall not
    be liable to the Issuer, any Guarantor or any Noteholder,
    Receiptholder or Couponholder by reason of having accepted as
    valid or not having rejected any Note, Receipt or Coupon as such
    and subsequently found to be forged or not authentic;



 



    (k) Events of Default:  the Trustee shall
    not be bound to give notice to any person of the execution of
    this Trust Deed or to take any steps to ascertain whether
    any Event of Default, Potential Event of Default, Change of
    Control or Change of Control Put Event has happened and, until
    it shall have actual knowledge or express notice to the
    contrary, the Trustee shall be entitled to assume that no such
    Event of Default, or Potential Event of Default, Change of
    Control or Change of Control Put Event has happened and that the
    Issuer and each Guarantor is observing and performing all the
    obligations on its part contained in the Notes, Receipts and
    Coupons and under this Trust Deed and no event has happened
    as a consequence of which any of the Notes may become repayable;



 



    (l) Legal Opinions:  the Trustee shall not
    be responsible to any person for failing to request, require or
    receive any legal opinion relating to any Notes or for checking
    or commenting upon the content of any such legal opinion and
    shall not be responsible for any Liability incurred thereby;



 



    (m) Authorised Amount:  the Trustee shall
    not be concerned, and need not enquire, as to whether or not any
    Notes are issued in breach of the Authorised Amount;



 



    (n) Trustee not Responsible:  the Trustee
    shall not be responsible for the execution, delivery, legality,
    effectiveness, adequacy, genuineness, validity, enforceability
    or admissibility in evidence of this Trust Deed or any
    other document relating thereto and shall not be liable for any
    failure to obtain any rating of Notes (where required), any
    licence, consent or other authority for the execution, delivery,
    legality, effectiveness, adequacy, genuineness, validity,
    performance, enforceability or admissibility in evidence of this
    Trust Deed or any other document relating thereto. In
    addition the Trustee shall not be responsible for the effect of
    the exercise of any of its powers, duties and discretions
    hereunder;



 



    (o) Freedom to Refrain:  notwithstanding
    anything else herein contained, 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 or any state of 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;



 



    (p) Right to Deduct or
    Withhold:  notwithstanding anything contained in
    this Trust Deed, to the extent required by any applicable
    law, if the Trustee is or will be required to make any deduction
    or withholding from any distribution or payment made by it
    hereunder or if the Trustee is or will be otherwise charged to,
    or is or may become liable to, tax as a consequence of
    performing its duties hereunder whether as principal, agent or
    otherwise, and whether by reason of any assessment, prospective
    assessment or other imposition of liability to taxation of






    

    33








 







    whatsoever nature and whensoever made upon the Trustee, and
    whether in connection with or arising from any sums received or
    distributed by it or to which it may be entitled under this
    Trust Deed (other than in connection with its remuneration
    as provided for herein) or any investments or deposits from time
    to time representing the same, including any income or gains
    arising therefrom or any action of the Trustee in connection
    with the trusts of this Trust Deed (other than the
    remuneration herein specified) or otherwise, then the Trustee
    shall be entitled to make such deduction or withholding or, as
    the case may be, to retain out of sums received by it an amount
    sufficient to discharge any liability to tax which relates to
    sums so received or distributed or to discharge any such other
    liability of the Trustee to tax from the funds held by the
    Trustee upon the trusts of this Trust Deed; and



 



    (q) Reliance by Trustee:  any certificate
    or report of the Auditors or any other person called for by or
    provided to the Trustee (whether or not addressed to the
    Trustee) in accordance with or for the purposes of this
    Trust Deed may be relied upon by the Trustee as sufficient
    evidence of the facts stated therein notwithstanding that 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 and notwithstanding that the scope
    and/or basis
    of such certificate or report may be limited by any engagement
    or similar letter or by the terms of the certificate or report
    itself.



 


		
	
    13.2  
	
    Trustee’s
    powers and duties




 



    (a) Trustee’s determination:  The
    Trustee may determine whether or not a default in the
    performance or observance by the Issuer or any Guarantor of any
    obligation under the provisions of this Trust Deed or
    contained in the Notes, Receipts or Coupons is capable of remedy
    and if the Trustee shall certify that any such default is, in
    its opinion, not capable of remedy such certificate shall be
    conclusive and binding upon the Issuer, the Guarantors, the
    Noteholders, the Receiptholders and the Couponholders;



 



    (b) Determination of questions:  the
    Trustee as between itself and the Noteholders, the
    Receiptholders and the Couponholders shall have full power to
    determine all questions and doubts arising in relation to any of
    the provisions of this Trust Deed and every such
    determination, whether made upon a question actually raised or
    implied in the acts or proceedings of the Trustee, shall be
    conclusive and shall bind the Trustee, the Noteholders, the
    Receiptholders and the Couponholders;



 



    (c) Trustee’s discretion:  the
    Trustee shall (save as expressly otherwise provided herein) as
    regards all the trusts, powers, authorities and discretions
    vested in it by this Trust Deed or by operation of law have
    absolute and uncontrolled discretion as to the exercise or
    non-exercise thereof and the Trustee shall not be responsible
    for any Liability that may result from the exercise or
    non-exercise thereof but, whenever the Trustee is under the
    provisions of this Trust Deed bound to act at the request
    or direction of the Noteholders, the Trustee shall nevertheless
    not be so






    

    34








 







    bound unless first indemnified
    and/or
    provided with security
    and/or
    prefunded to its satisfaction against all actions, proceedings,
    claims and demands to which it may render itself liable and all
    Liabilities which it may incur by so doing;



 



    (d) Trustee’s consent:  any consent
    or approval given by the Trustee for the purposes of this
    Trust Deed may be given on such terms and subject to such
    conditions (if any) as the Trustee may require. The Trustee may
    give any consent or approval, exercise any power, authority or
    discretion or take any similar action (whether or not such
    consent, approval, power, authority, discretion or action is
    specifically referred to in this Trust Deed) if it is
    satisfied that the interests of the Noteholders will not be
    materially prejudiced thereby. For any avoidance of doubt, the
    Trustee shall not have any duty to the Noteholders in relation
    to such matters other than that which is contained in the
    preceding sentence;



 



    (e) Conversion of currency:  where it is
    necessary or desirable for any purpose in connection with this
    Trust Deed to convert any sum from one currency to another
    it shall (unless otherwise provided by this Trust Deed or
    required by law) be converted at such rate(s) of exchange, in
    accordance with such method and as at such date for the
    determination of such rate(s) of exchange as may be specified by
    the Trustee in its absolute discretion as relevant and any rate
    of exchange, method and date so specified shall be binding on
    the Issuer, the Guarantors, the Noteholders, the Receiptholders
    and the Couponholders;



 



    (f) Application of proceeds:  the Trustee
    shall not be responsible for the receipt or application by the
    Issuer of the proceeds of the issue of the Notes, the exchange
    of any Temporary Global Note for any Permanent Global Note or
    Notes in definitive form, the exchange of any Permanent Global
    Note for Notes in definitive form or the delivery of any Note,
    Receipt or Coupon to the persons entitled to them;



 



    (g) Error of judgment:  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;



 



    (h) Agents:  the Trustee may, in the
    conduct of the trusts of this Trust Deed instead of acting
    personally, employ and pay an agent on any terms, whether or not
    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 by the Trustee
    (including the receipt and payment of money) and the Trustee
    shall not be responsible for any Liability incurred by reason of
    the misconduct, omission or default on the part of any person
    appointed by it hereunder or be bound to supervise the
    proceedings or acts of any such person;



 



    (i) Delegation:  the Trustee may, in the
    execution and exercise of all or any of the trusts, powers,
    authorities and discretions vested in it by this
    Trust Deed, act by responsible officer(s) for the time
    being of the Trustee and the Trustee may also whenever it thinks
    fit, whether by power of attorney or otherwise, delegate to any
    person(s) or fluctuating body of persons (whether being a joint
    trustee of this Trust Deed or not) all or any of the
    trusts, powers,






    

    35








 







    authorities and discretions vested in it by this Trust Deed
    and any such delegation may be made upon such terms and
    conditions and subject to such regulations (including power to
    sub-delegate
    with the consent of the Trustee) as the Trustee may think fit in
    the interests of the Noteholders and the Trustee shall not be
    bound to supervise the proceedings or acts of and shall not in
    any way or to any extent be responsible for any Liability
    incurred by reason of the misconduct, omission or default on the
    part of such delegate or
    sub-delegate;



 



    (j) Custodians and nominees:  the Trustee
    may appoint and pay any person to act as a custodian or nominee
    on any terms in relation to such assets of the trust as the
    Trustee may determine, including for the purpose of depositing
    with a custodian this Trust Deed or any document relating
    to the trust created hereunder and the Trustee shall not be
    responsible for any loss, liability, expense, demand, cost,
    claim or proceedings incurred by reason of the misconduct,
    omission or default on the part of any person appointed by it
    hereunder or be bound to supervise the proceedings or acts of
    any such person; the Trustee is not obliged to appoint a
    custodian if the Trustee invests in securities payable to bearer;



 



    (k) Maintenance of ratings:  the Trustee
    shall have no responsibility whatsoever to the Issuer, the
    Guarantors, any Noteholder, Receiptholder 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;



 



    (l) Confidential information:  the Trustee
    shall not (unless required by law or ordered so to do by a court
    of competent jurisdiction) be required to disclose to any
    Noteholder, Receiptholder or Couponholder confidential
    information or other information made available to the Trustee
    by the Issuer or any Guarantor in connection with this
    Trust Deed and no Noteholder, Receiptholder or Couponholder
    shall be entitled to take any action to obtain from the Trustee
    any such information; and



 



    (m) Responsibility for loss:  the Trustee
    shall not be liable or responsible for any Liabilities or
    inconvenience which may result from anything properly done or
    properly omitted to be done by it in accordance with the
    provisions of this Trust Deed.



 


		
	
    13.3  
	
    Financial
    matters




 



    (a) Professional charges:  Any trustee
    being a banker, lawyer, broker or other person engaged in any
    profession or business shall be entitled to charge and be paid
    all usual professional and other charges for business transacted
    and acts done by him or his partner or firm on matters arising
    in connection with the trusts of this Trust Deed and also
    his properly incurred charges in addition to disbursements for
    all other work and business done and all time spent by him or
    his partner or firm on matters arising in connection with this
    Trust Deed, including matters which might or should have
    been attended to in person by a trustee not being a banker,
    lawyer, broker or other professional person;





    

    36








 







    (b) Expenditure by the Trustee:  nothing
    contained in this Trust Deed 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 assured to it; and



 



    (c) Trustee may enter into financial transactions with
    the Issuer and Guarantors:  no Trustee and no
    director or officer of any corporation being a Trustee hereof
    shall by reason of the fiduciary position of such Trustee be in
    any way precluded from making any contracts or entering into any
    transactions in the ordinary course of business with the Issuer,
    any Guarantor or any Subsidiary, or any person or body corporate
    directly or indirectly associated with the Issuer, any
    Guarantor, or any Subsidiary, or from accepting the trusteeship
    of any other debenture stock, debentures or securities of the
    Issuer or any Subsidiary, any Guarantor or any person or body
    corporate directly or indirectly associated with the Issuer or
    any Subsidiary, and neither the Trustee nor any such director or
    officer shall be accountable to the Noteholders, the
    Receiptholders, the Couponholders, the Issuer, any Guarantor or
    any Subsidiary, or any person or body corporate directly or
    indirectly associated with the Issuer, any Guarantor or any
    Subsidiary, for any profit, fees, commissions, interest,
    discounts or share of brokerage earned, arising or resulting
    from any such contracts or transactions and the Trustee and any
    such director or officer shall also be at liberty to retain the
    same for its or his own benefit.



 


		
	
    13.4  
	
    Disapplication




 



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



 


		
	
    13.5  
	
    Trustee
    Liability




 



    (a) Nothing in this Trust Deed shall in any case in
    which the Trustee has failed to show the degree of care and
    diligence required of it as trustee having regard to the
    provisions of this Trust Deed conferring on it any trusts,
    powers, authorities or discretions exempt the Trustee from or
    indemnify it against any liability for breach of trust of which
    it may be guilty in relation to its duties under this
    Trust Deed.



 



    (b) Notwithstanding any provision of this Trust Deed
    to the contrary, the Trustee shall not in any event be liable
    for special, indirect, punitive or consequential loss or damage
    of any kind whatsoever (including but not limited to lost
    profits, goodwill, reputation, business opportunity or
    anticipated saving), whether or not foreseeable, even if the
    Trustee has been advised of the likelihood of such loss or
    damage and regardless of whether the claim for loss or






    

    37








 







    damage is made in negligence, for breach of contract, breach of
    trust or otherwise; provided however, that this clause shall not
    be deemed to apply in the event of a determination of fraud on
    the part of the Trustee in a judgement by a court having
    jurisdiction.



 


		
	
    14.  
	
    Costs
    and Expenses




 


		
	
    14.1  
	
    Remuneration




 



    (a) Normal remuneration:  The Issuer shall
    pay to the Trustee remuneration for its services as trustee as
    from the date of this Trust Deed, such remuneration to be
    at such rate as may from time to time be agreed between the
    Issuer and the Trustee. Such remuneration shall be payable in
    advance on the anniversary of the date hereof in each year and
    the first payment shall be made on the date hereof. Such
    remuneration shall accrue from day to day and be payable (in
    priority to payments to the Noteholders, Receiptholders or
    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
    Principal Paying Agent or the Trustee, provided that if upon due
    presentation (if required pursuant to the Conditions) of any
    Note, Receipt 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 commence again to accrue until payment to such Noteholder,
    Receiptholder or Couponholder is made).



 



    (b) Extra remuneration:  In the event of
    the occurrence of an Event of Default, a Potential Event of
    Default, a Change of Control or a Change of Control Put Event or
    the Trustee considering it expedient or necessary or being
    requested by the Issuer or any Guarantor to undertake duties
    which the Trustee and the Issuer or such Guarantor agree to be
    of an exceptional nature or otherwise outside the scope of the
    normal duties of the Trustee under this Trust Deed, the
    Issuer shall pay to the Trustee such additional remuneration as
    shall be agreed between them.



 



    (c) Value added tax:  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 this Trust Deed.



 



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



 



    (i) (in a case to which
    sub-clause 14.1(a)
    applies) upon the amount of the remuneration; or



 



    (ii) (in a case to which
    sub-clause 14.1(b)
    applies) upon whether such duties shall be of an exceptional
    nature or otherwise outside the scope of the normal duties of
    the Trustee under this Trust Deed, or upon such additional
    remuneration,



 



    such matters shall be determined by a merchant bank (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






    

    38








 







    President for the time being of The Law Society of England and
    Wales (the expenses involved in such nomination and the fees of
    such merchant bank being payable by the Issuer) and the
    determination of any such merchant bank shall be final and
    binding upon the Trustee and the Issuer.



 



    (e) Expenses:  The Issuer shall also pay
    or discharge all costs, charges and expenses properly 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, this
    Trust Deed, including but not limited to 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 or contemplated by
    or on behalf of the Trustee for enforcing, or resolving any
    doubt concerning, or for any other purpose in relation to, this
    Trust Deed.



 



    (f) Indemnity:  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 properly incurred by it or him in
    the preparation or execution or purported execution of any of
    its or his trusts, powers authorities and discretions under this
    Trust Deed 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 the Trust Deed or any such
    appointment (including all Liabilities incurred in disputing or
    defending the foregoing). The Trustee may use reasonable
    endeavours to provide to the Issuer written evidence of any
    Liabilities referred to in this Clause.



 



    (g) Payment of amounts due:  All amounts
    due and payable pursuant to sub clauses 14.1(e)
    (Expenses) and 14.1(f) (Indemnity) shall be
    payable by the Issuer on the date specified in a demand by the
    Trustee; the rate of interest applicable to such payments shall
    be one per cent. per annum above the base rate from time to time
    of HSBC Bank plc and interest shall accrue:



 



    (i) in the case of payments made by the Trustee prior to
    the date of the demand, from the date on which the payment was
    made or such later date as specified in such demand;



 



    (ii) in the case of payments made by the Trustee on or
    after the date of the demand, from the date specified in such
    demand, which date shall not be a date earlier than the date
    such payments are made.



 



    All remuneration payable to the Trustee shall carry interest at
    the rate specified in this Clause 14.1(g) (Payment of
    amounts due) from the due date thereof.



 



    (h) Apportionment of expenses:  The
    Trustee shall apportion the costs, charges, expenses and
    liabilities incurred by the Trustee in the preparation and
    execution of the trusts of this Trust Deed (including
    remuneration of the






    

    39








 







    Trustee) between the several Series of Notes in such manner and
    in such amounts as it shall, in its absolute discretion,
    consider appropriate.



 



    (i) Discharges:  Unless otherwise
    specifically stated in any discharge of this Trust Deed the
    provisions of this Clause 13.5(a) (Costs and
    Expenses) shall continue in full force and effect
    notwithstanding such discharge.



 



    (j) Payments:  All payments to be made by
    the Issuer to the Trustee under this Trust Deed shall be
    made free and clear of, and without withholding or deduction
    for, any taxes, duties, assessments or governmental charges of
    whatever nature imposed, levied, collected, withheld or assessed
    by or within any relevant jurisdiction or any authority therein
    or thereof having power to tax, unless such withholding or
    deduction is required by law. In that event, the Issuer shall
    pay such additional amount as will, after such deduction or
    withholding has been made, leave the Trustee with the full
    amount which would have been received by it had no such
    withholding or deduction been required.



 


		
	
    14.2  
	
    Stamp
    duties




 



    The Issuer will pay all stamp duties, registration taxes,
    capital duties and other similar fees, duties or taxes (if any),
    including interest and penalties, payable on or in connection
    with (a) the constitution and issue of the Notes, Receipts
    and Coupons, (b) the initial delivery of the Notes,
    (c) any action taken by the Trustee (or any Noteholder,
    Receiptholder or Couponholder where permitted or required under
    this Trust Deed so to do) to enforce the provisions of the
    Notes or this Trust Deed and (d) the execution and
    delivery of this Trust Deed. If the Trustee (or any
    Noteholder, Receiptholder, or Couponholder where permitted under
    this Trust Deed so to do) shall take any proceedings
    against the Issuer in any other jurisdiction and if for the
    purpose of any such proceedings this Trust Deed or any Note
    is taken into any such jurisdiction and any stamp duties or
    other duties or taxes become payable thereon in any such
    jurisdiction, the Issuer will pay (or reimburse the person
    making payment of) such stamp duties or other duties or taxes
    (including penalties).



 


		
	
    14.3  
	
    Exchange
    rate indemnity




 



    (a) Currency of Account and Payment:  The
    Contractual Currency is the sole currency of account and payment
    for all sums payable by the Issuer and the Guarantors under or
    in connection with this Trust Deed, the Notes, the Receipts
    and the Coupons including damages;



 



    (b) Extent of Discharge:  an amount
    received or recovered in a currency other than the Contractual
    Currency (whether as a result of, or of the enforcement of, a
    judgment or order of a court of any jurisdiction, in the winding
    up or dissolution of the Issuer or any Guarantor or otherwise)
    by the Trustee or any Noteholder, Receiptholder or Couponholder
    in respect of any sum expressed to be due to it from the Issuer
    or any Guarantor will only discharge the Issuer or any Guarantor
    to the extent of the Contractual Currency amount which the
    recipient is able to purchase






    

    40








 







    with the amount so received or recovered in that other currency
    on the date of that receipt or recovery (or, if it is not
    practicable to make that purchase on that date, on the first
    date on which it is practicable to do so);



 



    (c) Indemnity:  if that Contractual
    Currency amount is less than the Contractual Currency amount
    expressed to be due to the recipient under this Trust Deed
    or the Notes, the Receipts or the Coupons, the Issuer and the
    Guarantor will indemnify the Trustee or any Noteholder,
    Receiptholder or Couponholder against any Liability sustained by
    it as a result. In any event, the Issuer and the Guarantor will
    indemnify the recipient against the cost of making any such
    purchase; and



 



    (d) 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 this Trust Deed (other than this Clause) is
    calculated for the purposes of any bankruptcy, insolvency or
    liquidation of the Issuer or, as the case may be, the Guarantor
    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.



 


		
	
    14.4  
	
    Indemnities
    separate




 



    The indemnities in this Clause 13.5(a) constitute separate
    and independent obligations from the other obligations in this
    Trust Deed, will give rise to separate and independent
    causes of action, will apply irrespective of any indulgence
    granted by the Trustee
    and/or any
    Noteholder, Receiptholder or Couponholder and will continue in
    full force and effect despite any judgment, order, claim or
    proof for a liquidated amount in respect of any sum due under
    this Trust Deed or the Notes, the Receipts or the Coupons
    or any other judgment or order. Any such Liability as referred
    to in
    sub-clause 14.3(c)
    (Indemnity) shall be deemed to constitute a Liability
    suffered by the Trustee, the Noteholders, the Receiptholders and
    the Couponholders and no proof or evidence of any actual
    Liability shall be required by the Issuer or any Guarantor or
    its liquidator or liquidators.



 


		
	
    15.  
	
    Appointment
    and Retirement




 


		
	
    15.1  
	
    Appointment
    of Trustees




 



    The power of appointing new trustees of this Trust Deed
    shall be vested in the Issuer but no person shall be appointed
    who shall not previously have been approved by an Extraordinary
    Resolution of the Noteholders. A trust corporation may be
    appointed sole trustee hereof but subject thereto there shall be
    at least two trustees hereof one at least of which shall be a
    trust corporation. Any appointment of a new trustee hereof shall
    as soon as practicable thereafter be notified by the Issuer to
    the Agents and the Noteholders. The Noteholders shall together
    have the power, exercisable by Extraordinary Resolution, to
    remove any trustee or trustees for the time being hereof. The
    removal of any trustee shall not become effective unless there
    remains a trustee hereof (being a trust corporation) in office
    after such removal. If, in such circumstances, no appointment of
    such a new trustee has become effective within 60 days of
    the date of such Extraordinary Resolution, the Trustee shall be
    entitled to appoint a






    

    41








 







    Trust Corporation as trustee of this Trust Deed, but
    no such appointment shall take effect unless previously approved
    by an Extraordinary Resolution.



 


		
	
    15.2  
	
    Co-trustees




 



    Notwithstanding the provisions of Clause 15.1
    (Appointment of Trustees), the Trustee may, upon giving
    prior notice to the Issuer and the Guarantors but without the
    consent of the Issuer or the Guarantors or the Noteholders, the
    Receiptholders or the 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:



 



    (a) if the Trustee considers such appointment to be in the
    interests of the Noteholders, the Receiptholders or the
    Couponholders; or for the purposes of conforming to any legal
    requirements, restrictions or conditions in any jurisdiction in
    which any particular act or acts are to be performed; or



 



    (b) for the purposes of obtaining a judgment in any
    jurisdiction or the enforcement in any jurisdiction either of a
    judgment already obtained or of this Trust Deed.



 


		
	
    15.3  
	
    Attorneys




 



    The Issuer and each Guarantor hereby 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 this Trust Deed) have
    such trusts, powers, authorities and discretions (not exceeding
    those conferred on the Trustee by this Trust Deed) and such
    duties and obligations as shall be conferred on such person or
    imposed by the instrument of appointment. The Trustee shall have
    power in like manner to remove any such person. Such
    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 this Trust Deed be treated as Liabilities
    incurred by the Trustee.



 


		
	
    15.4  
	
    Retirement
    of Trustees




 



    Any Trustee for the time being of this Trust Deed may
    retire at any time upon giving not less than 60 days’
    notice in writing to the Issuer without assigning any reason
    thereof and without being responsible for any Liabilities
    occasioned by such retirement. The retirement of any Trustee
    shall not become effective unless there remains a trustee hereof
    (being a trust corporation) in office after such retirement. The
    Issuer hereby covenants that in the event of the only trustee
    hereof which is a trust corporation giving notice under this
    Clause it shall use its reasonable endeavours to procure a new
    trustee, being a trust corporation, to be appointed and if the
    Issuer has not procured the appointment of a new trustee within
    30 days of the expiry of the Trustee notice referred to in
    this Clause 15.4, the Trustee shall be entitled to procure
    forthwith a new trustee.





    

    42








 






		
	
    15.5  
	
    Competence
    of a majority of Trustees




 



    Whenever there shall be more than two trustees hereof the
    majority of such trustees shall (provided such majority includes
    a trust corporation) be competent to execute and exercise all
    the trusts, powers, authorities and discretions vested by this
    Trust Deed in the Trustee generally.



 


		
	
    15.6  
	
    Powers
    additional




 



    The powers conferred by this Trust Deed upon the Trustee
    shall be in addition to any powers which may from time to time
    be vested in it by general law or as the holder of any of the
    Notes, the Receipts or the Coupons.



 


		
	
    15.7  
	
    Merger




 



    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 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 this Clause, without the execution
    or filing of any paper or any further act on the part of any of
    the parties hereto.



 


		
	
    16.  
	
    Notices




 


		
	
    16.1  
	
    Addresses
    for notices




 



    All notices and other communications hereunder shall be made in
    writing and in English (by letter, telex or fax) and shall be
    sent as follows:



 



    (a) Issuer: if to the Issuer, to it at:



 



    InterContinental Hotels Group PLC

    Broadwater Park

    Denham

    Buckinghamshire UB9 5HR

    Fax: 01895 512 101

    Attention: The General Counsel and Company Secretary



 



    (b) Guarantors: if to the Guarantors, to them
    c/o the
    Issuer



 



    (c) Trustee: if to the Trustee, to it at:



 



    HSBC Corporate Trustee Company (UK) Limited

    8 Canada Square

    London E14 5HQ

    Fax: +44 20 7991 4350








    

    43








 







    Attention: CTLA Trustee Service Administration



 


		
	
    16.2  
	
    Effectiveness




 



    Every notice or other communication sent in accordance with
    Clause 15.1 shall be effective as follows:



 



    (a) Letter or fax:  if sent by letter, it
    shall be deemed to have been delivered 7 days after the
    time of despatch and if sent by fax it shall be deemed to have
    been delivered at the time of despatch; and



 



    (b) Telex:  if sent by telex, upon receipt
    by the sender of the addressee’s answerback at the end of
    transmission;



 



    provided that any such notice or other communication which would
    otherwise take effect after 4.00 p.m. on any particular day
    shall not take effect until 10.00 a.m. on the immediately
    succeeding business day in the place of the addressee.



 


		
	
    16.3  
	
    No
    Notice to Couponholders or Receiptholders




 



    Neither the Trustee nor the Issuer nor any Guarantor shall be
    required to give any notice to the Couponholders or
    Receiptholders for anypurpose under this Trust Deed and the
    Couponholders and Receiptholders shall be deemed for all
    purposes to have notice of the contents of any notice given to
    the Noteholders in accordance with Condition 19.



 


		
	
    17.  
	
    Law
    and Jurisdiction




 


		
	
    17.1  
	
    Governing
    law




 



    This Trust Deed and the Notes, and any non-contractual
    obligations arising out of or in connection with this
    Trust Deed and the Notes, are governed by English law.



 


		
	
    17.2  
	
    English
    courts




 



    The courts of England have exclusive jurisdiction to settle any
    dispute (a Dispute), arising out of or in
    connection with this Trust Deed or the Notes (including a
    dispute regarding the existence, validity or termination of this
    Trust Deed or the Notes or any non-contractual obligation
    arising out of or in connection with them) or the consequences
    of their nullity.



 


		
	
    17.3  
	
    Appropriate
    forum




 



    The parties agree that the courts of England are the most
    appropriate and convenient courts to settle any Dispute and,
    accordingly, that they will not argue to the contrary.



 


		
	
    18.  
	
    Severability




 



    In case any provision in or obligation under this
    Trust Deed shall be invalid, illegal or unenforceable in
    any jurisdiction, the validity, legality and enforceability of
    the remaining provisions or obligations, or of such provision






    44








 







    or obligation in any other jurisdiction, shall not in any way be
    affected or impaired thereby.



 


		
	
    19.  
	
    Contracts
    (Rights of Third Parties) Act 1999




 



    No person shall have any right to enforce any provision of this
    Trust Deed under the Contracts (Rights of Third Parties)
    Act 1999, but this does not affect any right or remedy of a
    third party which exists or is available apart from that Act.



 


		
	
    20.  
	
    Counterparts




 



    This Trust Deed may be executed in any number of
    counterparts, each of which shall be deemed an original.



 



    IN WITNESS
    WHEREOF this Trust Deed has been executed as a
    deed by the parties hereto and is intended to be and is hereby
    delivered on the date first before written.





    

    45








 








    SCHEDULE 1



 




    TERMS AND
    CONDITIONS OF THE NOTES



 



    The following is the text of the terms and conditions which, as
    supplemented, amended
    and/or
    replaced by the relevant Final Terms, will be endorsed on each
    Note in definitive form issued under the Programme. The terms
    and conditions applicable to any Note in global form will differ
    from those terms and conditions which would apply to the Note
    were it in definitive form to the extent described under
    “Summary of Provisions Relating to the Notes while in
    Global Form” below.



 


		
	
    1.  
	
    Introduction




 




    (a) Programme



 



    InterContinental Hotels Group PLC (the
    “Issuer”) has established a Euro Medium Term
    Note Programme (the “Programme”) for the
    issuance of up to £750,000,000 in aggregate principal
    amount of notes (the “Notes”) unconditionally
    and irrevocably guaranteed by Six Continents Limited
    (“Six Continents”) and by InterContinental
    Hotels Limited (“InterContinental” and,
    together with Six Continents, each a
    “Guarantor” and together, the
    “Guarantors”).



 




    (b) Final
    Terms



 



    Notes issued under the Programme are issued in series (each a
    “Series”) and each Series may comprise one or
    more tranches (each a “Tranche”) of Notes. Each
    Tranche is the subject of final terms (the “Final
    Terms”) which supplements these terms and conditions
    (the “Conditions”). The terms and conditions
    applicable to any particular Tranche of Notes are these
    Conditions as supplemented, amended
    and/or
    replaced by the relevant Final Terms. In the event of any
    inconsistency between these Conditions and the relevant Final
    Terms, the relevant Final Terms shall prevail.



 




    (c) Trust Deed



 



    The Notes are constituted by, have the benefit of and are in all
    respects subject to a trust deed dated 27 November 2009
    (the “Trust Deed”) between the Issuer, the
    Guarantors and HSBC Corporate Trustee Company (UK) Limited (the
    “Trustee”, which expression shall include all
    persons for the time being the trustee or trustees under the
    Trust Deed) as trustee for the Noteholders (as defined
    below).



 




    (d) Agency
    Agreement



 



    The Notes are the subject of an issue and paying agency
    agreement dated 27 November 2009 (the “Agency
    Agreement”) between the Issuer, the Guarantors, HSBC
    Bank plc as principal paying agent (the “Principal
    Paying Agent”, which expression includes any successor
    principal paying agent appointed from time to time in connection
    with the Notes) and the Trustee.





    

    46








 








    (e) Guarantees



 



    Each of the Guarantors has in the Trust Deed given an
    unconditional and irrevocable guarantee (each a
    “Guarantee” and together, the
    “Guarantees”) on a joint and several basis for
    the due payment of all sums expressed to be payable by the
    Issuer under the Trust Deed, the Notes and the Coupons.



 




    (f) The
    Notes



 



    All subsequent references in these Conditions to
    “Notes” are to the Notes which are the subject
    of the relevant Final Terms. Copies of the relevant Final Terms
    are available for viewing during normal business hours and
    copies may be obtained from the Specified Office(s) of the
    Paying Agent(s), the initial Specified Office of the Principal
    Paying Agent being set out at the end of these Conditions.



 




    (g) Summaries



 



    Certain provisions of these Conditions are summaries of the
    Trust Deed and the Agency Agreement and are subject to
    their detailed provisions. The holders of the Notes (the
    “Noteholders”) and the holders of the related
    interest coupons, if any, (the “Couponholders”
    and the “Coupons”, respectively) are entitled
    to the benefit of, are bound by, and are deemed to have notice
    of, all the provisions of the Trust Deed and the Agency
    Agreement applicable to them. Copies of the Trust Deed and
    the Agency Agreement are available for inspection by Noteholders
    during normal business hours at the Specified Office(s) of the
    Paying Agent(s).



 


		
	
    2.  
	
    Interpretation




 




    (a) Definitions



 



    In these Conditions the following expressions have the following
    meanings:



 



    “Accrual Yield” has the meaning given in the
    relevant Final Terms;



 



    “Additional Business Centre(s)” means the city
    or cities specified as such in the relevant Final Terms;



 



    “Additional Financial Centre(s)” means the city
    or cities specified as such in the relevant Final Terms;



 



    “Additional Rating Agency” means Moody’s
    and Fitch;



 



    “Borrowings” means, as at any particular time,
    the aggregate outstanding principal, capital or nominal amount
    (and any fixed or minimum premium payable on redemption) of the
    Financial Indebtedness of members of the Group, other than:



 



    (a) any indebtedness referred to in paragraph (g) of
    the definition of Financial Indebtedness;



 



    (b) any Project Finance Indebtedness; and





    

    47








 







    (c) any indebtedness referred to in paragraphs (f)(ii),
    (i) and (j) of the definition of Financial
    Indebtedness except, in the case of paragraphs (i) and (j),
    to the extent any such obligation or liability specified in such
    paragraphs has been provided for in the annual audited
    consolidated financial statements or interim unaudited
    consolidated financial statements of the Group or is disclosed
    as a contingency in the notes thereto and is quantified,



 



    and deducting, to the extent included, amounts attributable to
    interests of third parties in members of the Group.



 



    For this purpose, any amount outstanding or repayable in a
    currency other than U.S.$ shall on that day be taken into
    account in its U.S.$ equivalent at the rate of exchange that
    would have been used had an audited consolidated balance sheet
    of the Group been prepared as at that day in accordance with
    IFRS as applicable to the Original Financial Statements;



 



    “Business Day” means:



 



    (a) in relation to any sum payable in euro, a TARGET
    Settlement Day and a day on which commercial banks and foreign
    exchange markets settle payments generally in each (if any)
    Additional Business Centre; and



 



    (b) in relation to any sum payable in a currency other than
    euro, a day on which commercial banks and foreign exchange
    markets settle payments generally in London, in the Principal
    Financial Centre of the relevant currency and in each (if any)
    Additional Business Centre;



 



    “Business Day Convention”, in relation to any
    particular date, has the meaning given in the relevant Final
    Terms and, if so specified in the relevant Final Terms, may have
    different meanings in relation to different dates and, in this
    context, the following expressions shall have the following
    meanings:



 



    (a) “Following Business Day Convention”
    means that the relevant date shall be postponed to the first
    following day that is a Business Day;



 



    (b) “Modified Following Business Day
    Convention” or “Modified Business Day
    Convention” means that the relevant date shall be
    postponed to the first following day that is a Business Day
    unless that day falls in the next calendar month in which case
    that date will be the first preceding day that is a Business Day;



 



    (c) “Preceding Business Day Convention”
    means that the relevant date shall be brought forward to the
    first preceding day that is a Business Day;



 



    (d) “FRN Convention”, “Floating
    Rate Convention” or “Eurodollar
    Convention” means that each relevant date shall be the
    date which numerically corresponds to the preceding such date in
    the calendar month which is






    

    48








 







    the number of months specified in the relevant Final Terms as
    the Specified Period after the calendar month in which the
    preceding such date occurred, provided, however, that:



 



    (i) if there is no such numerically corresponding day in
    the calendar month in which any such date should occur, then
    such date will be the last day which is a Business Day in that
    calendar month;



 



    (ii) if any such date would otherwise fall on a day which
    is not a Business Day, then such date will be the first
    following day which is a Business Day unless that day falls in
    the next calendar month, in which case it will be the first
    preceding day which is a Business Day; and



 



    (iii) if the preceding such date occurred on the last day
    in a calendar month which was a Business Day, then all
    subsequent such dates will be the last day which is a Business
    Day in the calendar month which is the specified number of
    months after the calendar month in which the preceding such date
    occurred; and



 



    (e) “No Adjustment” means that the
    relevant date shall not be adjusted in accordance with any
    Business Day Convention;



 



    “Calculation Agent” means the Principal Paying
    Agent or such other Person specified in the relevant Final Terms
    as the party responsible for calculating the Rate(s) of Interest
    and Interest Amount(s)
    and/or such
    other amount(s) as may be specified in the relevant Final Terms;



 



    “Calculation Amount” has the meaning given in
    the relevant Final Terms;



 



    a “Change of Control” will be deemed to have
    occurred if:



 



    (a) 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) 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) 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; or



 



    (b) 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) whose shareholders are or are to be substantially
    similar to the pre-existing shareholders of any direct or
    indirect holding company of the Issuer, shall become interested
    (within the meaning of Part 22 of the Companies Act
    2006) in (A) more than 50 per cent. of the
    issued or allotted ordinary share capital of any direct or
    indirect holding company of the Issuer or (B) shares in the
    capital of any direct or indirect holding company of the Issuer
    carrying more than 50 per cent. of the voting rights
    normally exercisable at a general meeting of the any such direct
    or indirect holding company of the Issuer;





    

    49








 







    “Change of Control Optional
    Redemption Amount” means, in respect of any Note,
    its principal amount or such other amount as may be specified
    in, or determined in accordance with, the relevant Final Terms;



 



    “Change of Control Optional
    Redemption Date” has the meaning given in the
    relevant Final Terms;



 



    “Change of Control Period” means the period
    commencing on the Relevant Announcement Date and ending
    90 days after the Change of Control (or such longer period
    for which the Notes are under consideration (such consideration
    having been announced publicly within the period ending
    90 days after the Change of Control) for rating review or,
    as the case may be, rating by a Rating Agency, such period not
    to exceed 60 days after the public announcement of such
    consideration);



 



    a “Change of Control Put Event” will be deemed
    to occur if a Change of Control has occurred and:



 



    (a) on the Relevant Announcement Date, the Notes carry from
    any Rating Agency:



 



    (i) an investment grade credit rating (Baa3/BBB-, or
    equivalent, or better), and such rating from any Rating Agency
    is, within the Change of Control Period, either downgraded to a
    Non-Investment Grade Rating or withdrawn and is not, within the
    Change of Control Period, subsequently (in the case of a
    downgrade) upgraded or (in the case of a withdrawal) reinstated
    to an investment grade credit rating by such Rating
    Agency; or



 



    (ii) a Non-Investment Grade Rating and such rating from any
    Rating Agency is, within the Change of Control Period, either
    downgraded by one or more notches (by way of example, Bal to Ba2
    being one notch) or withdrawn and is not, within the Change of
    Control Period, subsequently (in the case of a downgrade)
    upgraded or (in the case of a withdrawal) reinstated to its
    earlier credit rating or better by such Rating Agency; or



 



    (iii) no credit rating and a Negative Rating Event also
    occurs within the Change of Control Period, provided that if, at
    the time of the occurrence of the Change of Control, the Notes
    carry a credit rating from more than one Rating Agency, at least
    one of which is investment grade, then subparagraph
    (i) will apply; and





    

    50








 







    (b) in making any decision to downgrade or withdraw a
    credit rating pursuant to paragraphs (i) and
    (ii) above or not to award a credit rating of at least
    investment grade as described in paragraph (ii) of the
    definition of “Negative Rating Event”, 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 or the
    Relevant Potential Change of Control Announcement;



 



    “Change of Control Put Event Notice” means the
    notice to be given pursuant to Condition 10(f) (Change of
    Control redemption) by the Issuer or, as the case may be,
    the Trustee to the Noteholders in accordance with Condition 19
    (Notices) specifying the nature of the Change of Control
    Put Event and the procedure for exercising the Change of Control
    Put Option;



 



    “Change of Control Put Option” means the option
    of the Noteholders exercisable pursuant to Condition 10(f)
    (Change of Control redemption);



 



    “Change of Control Put Period” means the period
    of 45 days after a Change of Control Put Event Notice is
    given;



 



    “Consolidated Gross Assets” means the
    consolidated current assets plus consolidated non-current assets
    of the Group;



 



    “Coupon Sheet” means, in respect of a Note, a
    coupon sheet relating to the Note;



 



    “Day Count Fraction” means, in respect of the
    calculation of an amount for any period of time (the
    “Calculation Period”), such day count fraction
    as may be specified in these Conditions or the relevant Final
    Terms and:



 



    (a) if “Actual/Actual (ICMA)” is so
    specified, means:



 



    (i) where the Calculation Period is equal to or shorter
    than the Regular Period during which it falls, the actual number
    of days in the Calculation Period divided by the product of
    (1) the actual number of days in such Regular Period and
    (2) the number of Regular Periods in any year; and



 



    (ii) where the Calculation Period is longer than one
    Regular Period, the sum of: (A) the actual number of days
    in such Calculation Period falling in the Regular Period in
    which it begins divided by the product of (1) the actual
    number of days in such Regular Period and (2) the number of
    Regular Periods in any year; and (B) the actual number of
    days in such Calculation Period falling in the next Regular
    Period divided by the product of (a) the actual number of
    days in such Regular Period and (2) the number of Regular
    Periods in any year;



 



    (b) if “Actual/Actual (ISDA)” is so
    specified, means the actual number of days in the Calculation
    Period divided by 365 (or, if any portion of the Calculation
    Period falls in a leap year, the sum of (A) the actual
    number






    

    51








 







    of days in that portion of the Calculation Period falling in a
    leap year divided by 366 and (B) the actual number of days
    in that portion of the Calculation Period falling in a non-leap
    year divided by 365);



 



    (c) if “Actual/365 (Fixed)” is so
    specified, means the actual number of days in the Calculation
    Period divided by 365;



 



    (d) if “Actual/360” is so specified, means
    the actual number of days in the Calculation Period divided by
    360;



 



    (e) if “30/360” is so specified, the
    number of days in the Calculation Period divided by 360,
    calculated on a formula basis as follows:



 


	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    [360×(Y2−Y1)+[30×(M2−M1)]+(D2−D1)
	
 
	
 
	
    Day Count Fraction =
	
 
	
    


	
 
	
 
	
 
	
 
	
    360











 



    where:



 



    “Y1”
    is the year, expressed as a number, in which the first day of
    the Calculation Period falls;



 



    “Y2”
    is the year, expressed as a number, in which the day immediately
    following the last day included in the Calculation Period falls;



 



    “M1”
    is the calendar month, expressed as a number, in which the first
    day of the Calculation Period falls;



 



    “M2”
    is the calendar month, expressed as number, in which the day
    immediately following the last day included in the Calculation
    Period falls;



 



    “D1”
    is the first calendar day, expressed as a number, of the
    Calculation Period, unless such number would be 31, in which
    case D will be 30; and



 



    “D2”
    is the calendar day, expressed as a number, immediately
    following the last day included in the Calculation Period,
    unless such number would be 31 and
    D1
    is greater than 29, in which case
    D2
    will be 30”;



 



    (f) if “30E/360” or “Eurobond
    Basis” is so specified, the number of days in the
    Calculation Period divided by 360, calculated on a formula basis
    as follows:



 


	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    [360×(Y2−Y1)+[30×(M2−M1)]+(D2−D1)
	
 
	
 
	
    Day Count Fraction =
	
 
	
    


	
 
	
 
	
 
	
 
	
    360











 



    where:



 



    “Y1”
    is the year, expressed as a number, in which the first day of
    the Calculation Period falls;
    “Y2”
    is the year, expressed as a number, in which the day immediately
    following the last day included in the Calculation Period falls;





    

    52








 







    “Y2”
    is the year, expressed as a number, in which the day immediately
    following the last day included in the Calculation Period falls;



 



    “M1”
    is the calendar month, expressed as a number, in which the first
    day of the Calculation Period falls;



 



    “M2”
    is the calendar month, expressed as a number, in which the day
    immediately following the last day included in the Calculation
    Period falls;



 



    “D1”
    is the first calendar day, expressed as a number, of the
    Calculation 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 Calculation Period,
    unless such number would be 31, in which case D will be
    30; and



 



    (g) if “30E/360 (ISDA)” is so specified,
    the number of days in the Calculation Period divided by 360,
    calculated on a formula basis as follows:



 


	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    [360×(Y2−Y1)+[30×(M2−M1)]+(D2−D1)
	
 
	
 
	
    Day Count Fraction =
	
 
	
    


	
 
	
 
	
 
	
 
	
    360











 



    where:



 



    “Y1”
    is the year, expressed as a number, in which the first day of
    the Calculation Period falls;



 



    “Y2”
    is the year, expressed as a number, in which the day immediately
    following the last day included in the Calculation Period falls;



 



    “M1”
    is the calendar month, expressed as a number, in which the first
    day of the Calculation Period falls;



 



    “M2”
    is the calendar month, expressed as a number, in which the day
    immediately following the last day included in the Calculation
    Period falls;



 



    “D1”
    is the first calendar day, expressed as a number, of the
    Calculation 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 Calculation 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,



 



    PROVIDED, HOWEVER, THAT in each such case the number of
    days in the Calculation Period is calculated from and including
    the first day of the Calculation Period to but excluding the
    last day of the Calculation Period;





    

    53








 







    “Early Redemption Amount (Tax)” means, in
    respect of any Note, its principal amount or such other amount
    as may be specified in, or determined in accordance with, the
    relevant Final Terms;



 



    “Early Termination Amount” means, in respect of
    any Note, its principal amount or such other amount as may be
    specified in, or determined in accordance with, these Conditions
    or the relevant Final Terms;



 



    “EBITDA” means, in relation to any Relevant
    Period, the total consolidated operating profit of the Group for
    that Relevant Period:



 



    (a) before taking into account:



 



    (i) Net Interest Payable;



 



    (ii) Tax; and



 



    (iii) all exceptional items; and



 



    (b) after adding back all amounts provided for depreciation
    and amortisation; and



 



    (c) deducting, to the extent included, amounts attributable
    to interests of third parties in members of the Group;



 



    “Extraordinary Resolution” has the meaning
    given in the Trust Deed;



 



    “Final Redemption Amount” means, in
    respect of any Note, its principal amount or such other amount
    as may be specified in, or determined in accordance with, the
    relevant Final Terms;



 



    “Financial Indebtedness” means any indebtedness
    (without double counting) for or in respect of:



 



    (a) moneys borrowed;



 



    (b) any amount raised by acceptance under any acceptance
    credit facility or dematerialised equivalent;



 



    (c) any amount raised pursuant to any note purchase
    facility or the issue of bonds, notes, debentures, loan stock,
    commercial paper or any similar instrument (entered into or
    issued primarily as a method of raising finance);



 



    (d) the amount of any liability in respect of any lease or
    hire purchase contract which would, in accordance with IFRS, be
    treated as a finance or capital lease;



 



    (e) receivables sold or discounted (other than any
    receivables to the extent they are sold or discounted on a
    non-recourse basis);



 



    (f) any amount:





    

    54








 







    (i) raised under any other transaction (including any
    forward sale or purchase agreement) required by IFRS to be shown
    as a borrowing in the audited consolidated balance sheet of the
    Group; or



 



    (ii) raised under any other transaction entered into
    primarily as a method of raising finance not required by IFRS to
    be shown as a borrowing in the audited consolidated balance
    sheet of the Group;



 



    (g) any derivative transaction entered into in connection
    with protection against or benefit from fluctuation in any rate
    or price (and, when calculating the value of any derivative
    transaction, only the marked to market value shall be taken into
    account);



 



    (h) shares which are expressed to be redeemable prior to
    2 May 2013;



 



    (i) any counter-indemnity obligation in respect of a
    guarantee, indemnity, bond, letter of credit or any other
    instrument issued by a bank or financial institution; and



 



    (j) the amount of any liability in respect of any guarantee
    or indemnity for any of the items referred to in paragraphs
    (a) to (i) above,



 



    but excluding indebtedness owing by a member of the Group to
    another member of the Group;



 



    “First Interest Payment Date” means the date
    specified in the relevant Final Terms;



 



    “Fitch” means Fitch Ratings Ltd. or any
    successor;



 



    “Fixed Coupon Amount” has the meaning given in
    the relevant Final Terms;



 



    “Group” means the Issuer and its Subsidiaries
    for the time being;



 



    “Guarantee” and “Guarantees”
    have the meaning stated in Condition 1(e);



 



    “Guarantor” and “Guarantors”
    have the meaning stated in Condition 1(a);



 



    “IFRS” means international accounting standards
    within the meaning of IAS Regulation 1606/2002 to the extent
    applicable to the relevant financial statements;



 



    “Indebtedness” means 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 or any borrowed money or any liability
    under or in respect of any acceptance or acceptance credit;



 



    “Interest Amount” means, in relation to a Note
    and an Interest Period, the amount of interest payable in
    respect of that Note for that Interest Period;





    

    55








 







    “Interest Commencement Date” means the Issue
    Date of the Notes or such other date as may be specified as the
    Interest Commencement Date in the relevant Final Terms;



 



    “Interest Determination Date” has the meaning
    given in the relevant Final Terms;



 



    “Interest Payment Date” means the First
    Interest Payment Date and any date or dates specified as such
    in, or determined in accordance with the provisions of, the
    relevant Final Terms and, if a Business Day Convention is
    specified in the relevant Final Terms:



 



    (a) as the same may be adjusted in accordance with the
    relevant Business Day Convention; or



 



    (b) if the Business Day Convention is the FRN Convention,
    Floating Rate Convention or Eurodollar Convention and an
    interval of a number of calendar months is specified in the
    relevant Final Terms as being the Specified Period, each of such
    dates as may occur in accordance with the FRN Convention,
    Floating Rate Convention or Eurodollar Convention at such
    Specified Period of calendar months following the Interest
    Commencement Date (in the case of the first Interest Payment
    Date) or the previous Interest Payment Date (in any other case);



 



    “Interest Period” means each period beginning
    on (and including) the Interest Commencement Date or any
    Interest Payment Date and ending on (but excluding) the next
    Interest Payment Date;



 



    “ISDA Definitions” means the 2006 ISDA
    Definitions (as amended and updated as at the date of issue of
    the first Tranche of the Notes of the relevant Series (as
    specified in the relevant Final Terms) as published by the
    International Swaps and Derivatives Association, Inc.);



 



    “Issue Date” has the meaning given in the
    relevant Final Terms;



 



    “Margin” has the meaning given in the relevant
    Final Terms;



 



    “Material Subsidiary” means, at any time, any
    Subsidiary of the Issuer:



 



    (a) whose gross assets represent 10 per cent. or more
    of Consolidated Gross Assets or whose EBITDA represents
    5 per cent. or more of consolidated EBITDA of the Group, in
    each case, as calculated by reference to the latest financial
    statements of such Subsidiary (which shall be audited if such
    statements are prepared by that Subsidiary) and the latest
    audited consolidated financial statements of the Group adjusted
    in such manner as the auditors of the Issuer may determine
    (which determination shall be conclusive in the absence of
    manifest error) (i) to reflect the gross assets and EBITDA
    of any person which has become or ceased to be a member of the
    Group since the end of the financial year to which the latest
    audited consolidated financial statements of the Group relate
    where such adjustment is requested by the Issuer and
    (ii) so that for the purposes of this definition,






    

    56








 







    the gross assets of the relevant Subsidiary shall be calculated
    on the same basis as Consolidated Gross Assets are calculated
    and/or, as the case may be, EBITDA of the relevant Subsidiary
    shall be calculated on the same basis as consolidated EBITDA for
    the Group (but, in each case, relating only to the relevant
    Subsidiary) and making such adjustments and eliminations as are
    required to show the same as the contribution of the relevant
    Subsidiary to Consolidated Gross Assets and/or, as the case may
    be, consolidated EBITDA of the Group; or



 



    (b) to which is transferred all or substantially all of the
    business, undertaking or assets of a Subsidiary which
    immediately prior to such transfer is a Material Subsidiary,
    whereupon the transferor Subsidiary shall cease to be a Material
    Subsidiary and the transferee Subsidiary shall become a Material
    Subsidiary under this
    sub-paragraph
    (b) upon the completion of such transfer;



 



    Any determination made by the auditors of the Issuer as to
    whether a Subsidiary of the Issuer is or is not a Material
    Subsidiary at any time shall be conclusive in the absence of
    manifest error. The Trustee may rely on a report of the auditors
    of the Issuer, whether or not addressed to the Trustee, that, in
    their opinion, a Subsidiary is a Material Subsidiary, without
    liability to any person and without further enquiry or evidence,
    notwithstanding that such 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 of the Issuer and notwithstanding
    that the scope
    and/or basis
    of such a report may be limited by any engagement or similar
    letter or by the terms of the report itself.



 



    “Maturity Date” has the meaning given in the
    relevant Final Terms;



 



    “Maximum Redemption Amount” has the
    meaning given in the relevant Final Terms;



 



    “Minimum Redemption Amount” has the
    meaning given in the relevant Final Terms;



 



    “Moody’s” means Moody’s Investors
    Service, Inc. or any successor;



 



    a “Negative Rating Event” shall be deemed to
    have occurred if at such time as there is no rating assigned to
    the Notes by a Rating Agency (i) the Issuer does not,
    either prior to, or not later than 21 days after, the
    occurrence of the Change of Control seek, and thereafter
    throughout the Change of Control Period use all reasonable
    endeavours to obtain, a rating of the Notes, or any other
    unsecured and unsubordinated debt of the Issuer or (ii) if
    the Issuer does so seek and use such endeavours, it is unable to
    obtain such a rating of at least investment grade by the end of
    the Change of Control Period;



 



    “Net Interest Payable” means, in relation to
    any Relevant Period, the aggregate amount of interest and any
    other finance charges accrued by the Group in that Relevant
    Period in respect of Borrowings including:



 



    (a) the interest element of leasing and hire purchase
    payments;





    

    57








 







    (b) commitment fees, commissions and guarantee
    fees; and



 



    (c) amounts in the nature of interest payable in respect of
    any shares other than equity share capital,



 



    adjusted (but without double counting) by:



 



    (i) deducting interest income of the Group in respect of
    that Relevant Period;



 



    (ii) adding back the net amount payable (or deducting the
    net amount receivable) by members of the Group in that Relevant
    Period as a result of close-out or termination of any interest
    or (so far as they relate to interest) currency hedging
    activities;



 



    (iii) adding back the amount payable as a premium on any
    bond buy-back by members of the Group in that Relevant Period;



 



    (iv) deducting, to the extent included, the amount payable
    by members of the Group in that Relevant Period for arrangement
    or related fees in respect of Borrowings (to include, for the
    avoidance of doubt, underwriting, syndication and fees of a
    similar nature); and



 



    (v) deducting, to the extent included, the amount of
    interest and other finance charges attributable to interests of
    third parties in members of the Group and adjusting, as
    appropriate, the additions or deductions specified in paragraphs
    (i) to (iv) (inclusive) above as a consequence of interests
    of third parties in members of the Group,



 



    but shall exclude in relation to the Relevant Period
    (A) net
    mark-to-market
    gains or losses on revaluation of financial instruments, and
    (B) for the avoidance of doubt, any amount of interest paid
    to the Group’s loyalty programme on the accumulated balance
    of cash received in advance of the redemption of loyalty points
    awarded;



 



    “Non-Investment Grade Rating” means a
    non-investment grade credit rating (Ba1/BB+, or equivalent, or
    worse);



 



    “Optional Redemption Amount (Call)” means,
    in respect of any Note, its principal amount or such other
    amount as may be specified in, or determined in accordance with,
    the relevant Final Terms;



 



    “Optional Redemption Amount (Put)” means,
    in respect of any Note, its principal amount or such other
    amount as may be specified in, or determined in accordance with,
    the relevant Final Terms;



 



    “Optional Redemption Date (Call)” has the
    meaning given in the relevant Final Terms;



 



    “Optional Redemption Date (Put)” has the
    meaning given in the relevant Final Terms;





    

    58








 







    “Original Financial Statements” means the
    audited consolidated financial statements of the Group for the
    financial period ended 31 December 2008;



 



    “Participating Member State” means a Member
    State of the European Communities which adopts the euro as its
    lawful currency in accordance with the Treaty;



 



    “Paying Agents” means the Principal Paying
    Agent and any substitute or additional paying agents appointed
    in accordance with the Agency Agreement and a “Paying
    Agent” means any of them;



 



    “Payment Business Day” means:



 



    (a) if the currency of payment is euro, any day which is:



 



    (i) a day on which banks in the relevant place of
    presentation are open for presentation and payment of bearer
    debt securities and for dealings in foreign currencies; and



 



    (ii) in the case of payment by transfer to an account, a
    TARGET Settlement Day and a day on which dealings in foreign
    currencies may be carried on in each (if any) Additional
    Financial Centre; or



 



    (b) if the currency of payment is not euro, any day which
    is:



 



    (i) a day on which banks in the relevant place of
    presentation are open for presentation and payment of bearer
    debt securities and for dealings in foreign currencies; and



 



    (ii) in the case of payment by transfer to an account, a
    day on which dealings in foreign currencies may be carried on in
    London, the Principal Financial Centre of the currency of
    payment and in each (if any) Additional Financial Centre;



 



    “Person” means any individual, company,
    corporation, firm, partnership, joint venture, association,
    organisation, state or agency of a state or other entity,
    whether or not having separate legal personality;



 



    “Principal Financial Centre” means, in relation
    to any currency, the principal financial centre for that
    currency, PROVIDED, HOWEVER, THAT:



 



    (a) in relation to euro, it means the principal financial
    centre of such Participating Member State of the European
    Communities as is selected (in the case of a payment) by the
    payee or (in the case of a calculation) by the Calculation
    Agent; and



 



    (b) in relation to Australian dollars, it means either
    Sydney or Melbourne and, in relation to New Zealand dollars, it
    means either Wellington or Auckland; in each case as is selected
    (in the case of a payment) by the payee or (in the case of a
    calculation) by the Calculation Agent;





    

    59








 







    “Project Finance Indebtedness” means Financial
    Indebtedness (in respect of which Security has been given)
    incurred by a member of the Group (a “Project Group
    Member”) for the purposes of financing the acquisition,
    construction, development
    and/or
    operation of an asset (a “Project Asset”) where the
    provider of the Financial Indebtedness has no recourse against
    any member of the Group, except for recourse to:



 



    (a) the Project Asset of the Project Group Member or
    receivables arising from the Project Asset;



 



    (b) a Project Group Member for the purpose of enforcing
    Security given by it so long as:



 



    (i) the recourse is limited to recoveries in respect of the
    Project Asset; and



 



    (ii) if the Project Asset does not comprise all or
    substantially all of the business of that Project Group Member,
    the provider of the Financial Indebtedness does not have the
    right to take any steps towards its winding up or dissolution or
    the appointment of a liquidator, administrator, receiver or
    similar officer or person, other than in respect of the Project
    Asset or receivables arising therefrom; or



 



    (c) a member of the Group to the extent only of its
    shareholding in a Project Group Member;



 



    “Project Group Member” has the meaning given to
    it in the definition of Project Finance Indebtedness provided
    that the principal assets and business of such member of the
    Group is constituted by Project Assets and it has no other
    Financial Indebtedness except Project Finance Indebtedness;



 



    “Put Option Notice” means a notice which must
    be delivered to a Paying Agent by any Noteholder wanting to
    exercise a right to redeem a Note at the option of the
    Noteholder pursuant to Condition 10(e) (Redemption at the
    option of Noteholders);



 



    “Put Option Receipt” means a receipt issued by
    a Paying Agent to a depositing Noteholder upon deposit of a Note
    with such Paying Agent by any Noteholder wanting to exercise a
    right to redeem a Note at the option of the Noteholder;



 



    “Rate of Interest” means the rate or rates
    (expressed as a percentage per annum) of interest payable in
    respect of the Notes specified in the relevant Final Terms or
    calculated or determined in accordance with the provisions of
    these Conditions
    and/or the
    relevant Final Terms;



 



    “Rating Agency” means S&P or any of its
    respective successors or any Substitute Rating Agency and, for
    the purposes of Condition 10(f), includes any Additional Rating
    Agency;





    

    60








 







    “Redemption Amount” means, as appropriate,
    the Final Redemption Amount, the Early
    Redemption Amount (Tax), the Optional
    Redemption Amount (Call), the Optional Redemption Amount
    (Put), the Early Termination Amount or such other amount in the
    nature of a redemption amount as may be specified in, or
    determined in accordance with the provisions of, the relevant
    Final Terms;



 



    “Reference Banks” has the meaning given in the
    relevant Final Terms or, if none, four major banks selected by
    the Calculation Agent in the market that is most closely
    connected with the Reference Rate;



 



    “Reference Price” has the meaning given in the
    relevant Final Terms;



 



    “Reference Rate” has the meaning given in the
    relevant Final Terms;



 



    “Regular Period” means:



 



    (a) in the case of Notes where interest is scheduled to be
    paid only by means of regular payments, each period from and
    including the Interest Commencement Date to but excluding the
    first Interest Payment Date and each successive period from and
    including one Interest Payment Date to but excluding the next
    Interest Payment Date;



 



    (b) in the case of Notes where, apart from the first
    Interest Period, interest is scheduled to be paid only by means
    of regular payments, each period from and including a Regular
    Date falling in any year to but excluding the next Regular Date,
    where “Regular Date” means the day and month
    (but not the year) on which any Interest Payment Date
    falls; and



 



    (c) in the case of Notes where, apart from one Interest
    Period other than the first Interest Period, interest is
    scheduled to be paid only by means of regular payments, each
    period from and including a Regular Date falling in any year to
    but excluding the next Regular Date, where “Regular
    Date” means the day and month (but not the year) on
    which any Interest Payment Date falls other than the Interest
    Payment Date falling at the end of the irregular Interest Period.



 



    “Relevant Announcement Date” means the date
    that is the earlier of (a) the date of the first public
    announcement of the relevant Change of Control and (b) the
    date of the earliest Relevant Potential Change of Control
    Announcement (if any);



 



    “Relevant Date” means, in relation to any
    payment, whichever is the later of (a) the date on which
    the payment in question first becomes due and (b) if the
    full amount payable has not been received in the Principal
    Financial Centre of the currency of payment by the Principal
    Paying Agent on or prior to such due date, the date on which
    (the full amount having been so received) notice to that effect
    has been given to the Noteholders;



 



    “Relevant Financial Centre” has the meaning
    given in the relevant Final Terms;





    

    61








 







    “Relevant Indebtedness” means (i) any
    present or future 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 which have an initial stated maturity of not less
    than one year and which are or are of a type which is
    customarily quoted, listed or ordinarily dealt in on any stock
    exchange,
    over-the-counter
    or other securities market, and (ii) any guarantee or
    indemnity in respect of any such indebtedness;



 



    “Relevant Period” means:



 



    (a) each financial year of the Issuer; and



 



    (b) each period beginning on the first day of the second
    half of a financial year of the Issuer and ending on the last
    day of the first half of its next financial year;



 



    “Relevant Potential Change of Control
    Announcement” means any public announcement or
    statement by or on behalf of the Issuer, any actual or potential
    bidder or any adviser acting on behalf of any actual or
    potential bidder relating to any potential Change of Control
    where within 180 days following the date of such
    announcement or statement, a Change of Control occurs;



 



    “Relevant Screen Page” means the page, section
    or other part of a particular information service (including,
    without limitation, Reuters) specified as the Relevant Screen
    Page in the relevant Final Terms, or such other page, section or
    other part as may replace it on that information service or such
    other information service, in each case, as may be nominated by
    the Person providing or sponsoring the information appearing
    there for the purpose of displaying rates or prices comparable
    to the Reference Rate;



 



    “Relevant Time” has the meaning given in the
    relevant Final Terms;



 



    “Reserved Matter” means any proposal:



 



    (a) to change any date fixed for payment of principal or
    interest in respect of the Notes, to reduce the amount of
    principal or interest payable on any date in respect of the
    Notes or to alter the method of calculating the amount of any
    payment in respect of the Notes on redemption or maturity;



 



    (b) to effect the exchange or substitution of the Notes
    for, or the conversion of the Notes into, shares, bonds or other
    obligations or securities of the Issuer or any other person or
    body corporate formed or to be formed (other than as permitted
    under Clause 7.3 of the Trust Deed);



 



    (c) to change the currency in which amounts due in respect
    of the Notes are payable;



 



    (d) to change the quorum required at any meeting of
    Noteholders or the majority required to pass an Extraordinary
    Resolution; or





    

    62








 







    (e) to amend this definition;



 



    “S&P” means Standard &
    Poor’s Rating Services, a division of The McGraw-Hill
    Companies Inc. or any successor;



 



    “Security” means a mortgage, pledge, lien,
    hypothecation, security interest or other charge or encumbrance
    entered into for the purpose of securing any obligation of any
    person;



 



    “Security Interest” means any mortgage, charge,
    pledge, lien or other security interest including, without
    limitation, anything analogous to any of the foregoing under the
    laws of any jurisdiction;



 



    “Specified Currency” has the meaning given in
    the relevant Final Terms;



 



    “Specified Denomination(s)” has the meaning
    given in the relevant Final Terms;



 



    “Specified Office” has the meaning given in the
    Agency Agreement;



 



    “Specified Period” has the meaning given in the
    relevant Final Terms;



 



    “Subsidiary” means any company where the Issuer:



 



    (a) holds a majority of the voting rights in the
    company or



 



    (b) is a member of the company and has the right to appoint
    or remove a majority of its board of directors, or



 



    (c) is a member of the company and controls alone, pursuant
    to an agreement with other members, a majority of the voting
    rights in it,



 



    or if the company is a subsidiary of a company that is itself a
    subsidiary of the Issuer;



 



    “Substitute Rating Agency” means any rating
    agency of international standing substituted for the Rating
    Agency by the Issuer from time to time with the prior written
    approval of the Trustee, such approval not to be unreasonably
    withheld or delayed;



 



    “Talon” means a talon for further Coupons;



 



    “TARGET2” means the Trans-European Automated
    Real-Time Gross Settlement Express Transfer payment system which
    utilises a single shared platform and which was launched on
    19 November 2007;



 



    “TARGET Settlement Day” means any day on which
    TARGET2 is open for the settlement of payments in euro;



 



    “Tax” means any tax, levy, impost, duty or
    other charge or withholding of a similar nature (including any
    penalty or interest payable in connection with any failure by
    the Issuer to pay or any delay in paying by the Issuer any of
    the same);





    

    63








 







    “Treaty” means the Treaty establishing the
    European Communities, as amended;



 



    “Wholly-Owned Subsidiary” means any Person in
    which the Issuer,
    and/or one
    or more of its Wholly-Owned Subsidiaries, controls, directly or
    indirectly, all of the stock with ordinary voting power to elect
    the board of directors of that Person; and



 



    “Zero Coupon Note” means a Note specified as
    such in the relevant Final Terms.



 




    (b) Interpretation



 



    In these Conditions:



 



    (i) if the Notes are Zero Coupon Notes, references to
    Coupons and Couponholders are not applicable;



 



    (ii) if Talons are specified in the relevant Final Terms as
    being attached to the Notes at the time of issue, references to
    Coupons shall be deemed to include references to Talons;



 



    (iii) if Talons are not specified in the relevant Final
    Terms as being attached to the Notes at the time of issue,
    references to Talons are not applicable;



 



    (iv) any reference to principal shall be deemed to include
    the Redemption Amount, any additional amounts in respect of
    principal which may be payable under Condition 12 (Taxation),
    any premium payable in respect of a Note and any other amount in
    the nature of principal payable pursuant to these Conditions;



 



    (v) any reference to interest shall be deemed to include
    any additional amounts in respect of interest which may be
    payable under Condition 12 (Taxation) and any other amount in
    the nature of interest payable pursuant to these Conditions;



 



    (vi) references to Notes being “outstanding”
    shall be construed in accordance with the Trust Deed;



 



    (vii) if an expression is stated in Condition 2(a)
    (Definitions) to have the meaning given in the relevant Final
    Terms, but the relevant Final Terms gives no such meaning or
    specifies that such expression is “not applicable”
    then such expression is not applicable to the Notes; and



 



    (viii) any reference to the Agency Agreement or the
    Trust Deed shall be construed as a reference to the Agency
    Agreement or the Trust Deed, as the case may be, as amended
    and/or
    supplemented up to and including the Issue Date of the Notes.



 


		
	
    3.  
	
    Form,
    Denomination and Title




 



    The Notes are in bearer form in the Specified Denomination(s)
    with Coupons and, if specified in the relevant Final Terms,
    Talons attached at the time of issue. In the case of a Series of
    Notes with more than one Specified






    

    64








 







    Denomination, Notes of one Specified Denomination will not be
    exchangeable for Notes of another Specified Denomination. Title
    to the Notes and the Coupons will pass by delivery. The holder
    of any Note or Coupon shall (except as otherwise required by
    law) be treated as its absolute owner for all purposes (whether
    or not it is overdue and regardless of any notice of ownership,
    trust or any other interest therein, any writing thereon or any
    notice of any previous loss or theft thereof) and no Person
    shall be liable for so treating such holder. No person shall
    have any right to enforce any term or condition of any Note or
    the Trust Deed under the Contracts (Rights of Third
    Parties) Act 1999 but this does not affect any right or remedy
    of a third party which exists or is available apart from that
    Act.



 


		
	
    4.  
	
    Status of
    the Notes and Guarantees




 



    The Notes and Coupons constitute direct, general, unsubordinated
    and unconditional obligations of the Issuer which will at all
    times rank pari passu among themselves and at least pari passu
    with all other present and future unsecured obligations of the
    Issuer, save for such obligations as may be preferred by
    provisions of law that are both mandatory and of general
    application.



 



    The payment obligations of the Guarantors rank pari passu with
    all other present and future unsecured obligations of the
    Guarantors, save for such obligations as may be preferred by
    provisions of law that are both mandatory and of general
    application.



 


		
	
    5.  
	
    Negative
    Pledge




 



    So long as any of the Notes remains outstanding neither the
    Issuer nor any Guarantor nor any Material Subsidiary will create
    or have outstanding any Security Interest upon, or with respect
    to, any of the present or future business, undertaking, assets
    or revenues (including any uncalled capital) of the Issuer or
    any Guarantor or any Material Subsidiary to secure any Relevant
    Indebtedness, unless the Issuer or, as the case may be, such
    Guarantor or such Material Subsidiary, in the case of the
    creation of a Security Interest, before or at the same time and,
    in any other case, promptly, takes any and all action necessary
    to ensure that:



 



    (a) all amounts payable by it under the Notes, the Coupons
    and the Trust Deed are secured by the Security Interest
    equally and rateably with the Relevant Indebtedness to the
    satisfaction of the Trustee; or



 



    (b) such other Security Interest or other arrangement
    (whether or not it includes the giving of a Security Interest)
    is provided either (A) as the Trustee in its absolute
    discretion deems not materially less beneficial to the interest
    of the Noteholders or (B) as is approved by an
    Extraordinary Resolution (which is defined in the
    Trust Deed as a resolution duly passed by a majority of not
    less than three-quarters of the votes cast thereon at a meeting
    of the Noteholders or by a resolution in writing signed by or on
    behalf of the holders of not less than three quarters of the
    nominal amount of the Notes) of the Noteholders.





    

    65








 






		
	
    6.  
	
    Fixed
    Rate Note Provisions




 




    (a) Application



 



    This Condition 6 is applicable to the Notes only if the Fixed
    Rate Note provisions are specified in the relevant Final Terms
    as being applicable.



 




    (b) Accrual
    of interest



 



    The Notes bear interest from the Interest Commencement Date at
    the Rate of Interest payable in arrear on each Interest Payment
    Date, subject as provided in Condition 11 (Payments). Each Note
    will cease to bear interest from the due date for final
    redemption unless, upon due presentation, payment of the
    Redemption Amount is improperly withheld or refused, in
    which case it will continue to bear interest in accordance with
    this Condition 6 (as well after as before judgment) until
    whichever is the earlier of (i) the day on which all sums
    due in respect of such Note up to that day are received by or on
    behalf of the relevant Noteholder and (ii) the day which is
    seven days after the Principal Paying Agent has notified the
    Noteholders that it has received all sums due in respect of the
    Notes up to such seventh day (except to the extent that there is
    any subsequent default in payment.



 




    (c) Fixed
    Coupon Amount



 



    The amount of interest payable in respect of each Note for any
    Interest Period shall be the relevant Fixed Coupon Amount and,
    if the Notes are in more than one Specified Denomination, shall
    be the relevant Fixed Coupon Amount in respect of the relevant
    Specified Denomination.



 




    (d) Calculation
    of interest amount



 



    The amount of interest payable in respect of each Note for any
    period for which a Fixed Coupon Amount is not specified shall be
    calculated by applying the Rate of Interest to the Calculation
    Amount, multiplying the product by the relevant Day Count
    Fraction, rounding the resulting figure to the nearest
    sub-unit of
    the Specified Currency (half a
    sub-unit
    being rounded upwards) and multiplying such rounded figure by a
    fraction equal to the Specified Denomination of such Note
    divided by the Calculation Amount. For this purpose a
    “sub-unit”
    means, in the case of any currency other than euro, the lowest
    amount of such currency that is available as legal tender in the
    country of such currency and, in the case of euro, means one
    cent.



 


		
	
    7.  
	
    Floating
    Rate Note and Index-Linked Interest Note Provisions




 




    (a) Application



 



    This Condition 7 is applicable to the Notes only if the Floating
    Rate Note provisions or the Index-Linked Interest Note
    provisions are specified in the relevant Final Terms as being
    applicable.





    

    66








 








    (b) Accrual
    of interest



 



    The Notes bear interest from the Interest Commencement Date at
    the Rate of Interest payable in arrear on each Interest Payment
    Date, subject as provided in Condition 11 (Payments).
    Each Note will cease to bear interest from the due date for
    final redemption unless, upon due presentation, payment of the
    Redemption Amount is improperly withheld or refused, in
    which case it will continue to bear interest in accordance with
    this Condition 7 (as well after as before judgment) until
    whichever is the earlier of (i) the day on which all sums
    due in respect of such Note up to that day are received by or on
    behalf of the relevant Noteholder and (ii) the day which is
    seven days after the Principal Paying Agent has notified the
    Noteholders that it has received all sums due in respect of the
    Notes up to such seventh day (except to the extent that there is
    any subsequent default in payment.



 




    (c) Screen
    Rate Determination



 



    If Screen Rate Determination is specified in the relevant Final
    Terms as the manner in which the Rate(s) of Interest is/are to
    be determined, the Rate of Interest applicable to the Notes for
    each Interest Period will be determined by the Calculation Agent
    on the following basis:



 



    (i) if the Reference Rate is a composite quotation or
    customarily supplied by one entity, the Calculation Agent will
    determine the Reference Rate which appears on the Relevant
    Screen Page as of the Relevant Time on the relevant Interest
    Determination Date;



 



    (ii) in any other case, the Calculation Agent will
    determine the arithmetic mean of the Reference Rates which
    appear on the Relevant Screen Page as of the Relevant Time on
    the relevant Interest Determination Date;



 



    (iii) if, in the case of (i) above, such rate does not
    appear on that page or, in the case of (ii) above, fewer
    than two such rates appear on that page or if, in either case,
    the Relevant Screen Page is unavailable, the Calculation Agent
    will:



 



    (A) request the principal Relevant Financial Centre office
    of each of the Reference Banks to provide a quotation of the
    Reference Rate at approximately the Relevant Time on the
    Interest Determination Date to prime banks in the Relevant
    Financial Centre interbank market in an amount that is
    representative for a single transaction in that market at that
    time; and



 



    (B) determine the arithmetic mean of such
    quotations; and



 



    (iv) if fewer than two such quotations are provided as
    requested, the Calculation Agent will determine the arithmetic
    mean of the rates (being the nearest to the Reference Rate, as
    determined by the Calculation Agent) quoted by major banks in
    the Principal Financial Centre of the Specified Currency,
    selected by the Calculation






    

    67








 







    Agent, at approximately 11.00 a.m. (local time in the
    Principal Financial Centre of the Specified Currency) on the
    first day of the relevant Interest Period for loans in the
    Specified Currency to leading European banks for a period equal
    to the relevant Interest Period and in an amount that is
    representative for a single transaction in that market at that
    time,



 



    and the Rate of Interest for such Interest Period shall be the
    sum of the Margin and the rate or (as the case may be) the
    arithmetic mean so determined; PROVIDED, HOWEVER, THAT if
    the Calculation Agent is unable to determine a rate or (as the
    case may be) an arithmetic mean in accordance with the above
    provisions in relation to any Interest Period, the Rate of
    Interest applicable to the Notes during such Interest Period
    will be the sum of the Margin and the rate or (as the case may
    be) the arithmetic mean last determined in relation to the Notes
    in respect of a preceding Interest Period.



 




    (d) ISDA
    Determination



 



    If ISDA Determination is specified in the relevant Final Terms
    as the manner in which the Rate(s) of Interest is/are to be
    determined, the Rate of Interest applicable to the Notes for
    each Interest Period will be the sum of the Margin and the
    relevant ISDA Rate where “ISDA Rate” in
    relation to any Interest Period means a rate equal to the
    Floating Rate (as defined in the ISDA Definitions) that would be
    determined by the Calculation Agent under an interest rate swap
    transaction if the Calculation Agent were acting as Calculation
    Agent for that interest rate swap transaction under the terms of
    an agreement incorporating the ISDA Definitions and under which:



 



    (i) the Floating Rate Option (as defined in the ISDA
    Definitions) is as specified in the relevant Final Terms;



 



    (ii) the Designated Maturity (as defined in the ISDA
    Definitions) is a period specified in the relevant Final
    Terms; and



 



    (iii) the relevant Reset Date (as defined in the ISDA
    Definitions) is either (A) if the relevant Floating Rate
    Option is based on the London inter-bank offered rate (LIBOR)
    for a currency, the first day of that Interest Period or
    (B) in any other case, as specified in the relevant Final
    Terms.



 




    (e) Index-Linked
    Interest



 



    If the Index-Linked Interest Note provisions are specified in
    the relevant Final Terms as being applicable, the Rate(s) of
    Interest applicable to the Notes for each Interest Period will
    be determined in the manner specified in the relevant Final
    Terms.



 




    (f) Maximum
    or Minimum Rate of Interest



 



    If any Maximum Rate of Interest or Minimum Rate of Interest is
    specified in the relevant Final Terms, then the Rate of Interest
    shall in no event be greater than the maximum or be less than
    the minimum so specified.





    

    68








 








    (g) Calculation
    of Interest Amount



 



    The Calculation Agent will, as soon as practicable after the
    time at which the Rate of Interest is to be determined in
    relation to each Interest Period, calculate the Interest Amount
    payable in respect of each Note for such Interest Period. The
    Interest Amount will be calculated by applying the Rate of
    Interest for such Interest Period to the Calculation Amount,
    multiplying the product by the relevant Day Count Fraction,
    rounding the resulting figure to the nearest
    sub-unit of
    the Specified Currency (half a
    sub-unit
    being rounded upwards) and multiplying such rounded figure by a
    fraction equal to the Specified Denomination of the relevant
    Note divided by the Calculation Amount. For this purpose a
    “sub-unit”
    means, in the case of any currency other than euro, the lowest
    amount of such currency that is available as legal tender in the
    country of such currency and, in the case of euro, means one
    cent.



 




    (h) Calculation
    of other amounts



 



    If the relevant Final Terms specifies that any other amount is
    to be calculated by the Calculation Agent, the Calculation Agent
    will, as soon as practicable after the time or times at which
    any such amount is to be determined, calculate the relevant
    amount. The relevant amount will be calculated by the
    Calculation Agent in the manner specified in the relevant Final
    Terms.



 




    (i) Publication



 



    The Calculation Agent will cause each Rate of Interest and
    Interest Amount determined by it, together with the relevant
    Interest Payment Date, and any other amount(s) required to be
    determined by it together with any relevant payment date(s) to
    be notified to the Paying Agents and each competent authority,
    stock exchange
    and/or
    quotation system (if any) by which the Notes have then been
    admitted to listing, trading
    and/or
    quotation as soon as practicable after such determination but
    (in the case of each Rate of Interest, Interest Amount and
    Interest Payment Date) in any event not later than the first day
    of the relevant Interest Period. Notice thereof shall also
    promptly be given to the Noteholders. The Calculation Agent will
    be entitled to recalculate any Interest Amount (on the basis of
    the foregoing provisions) without notice in the event of an
    extension or shortening of the relevant Interest Period. If the
    Calculation Amount is less than the minimum Specified
    Denomination the Calculation Agent shall not be obliged to
    publish each Interest Amount but instead may publish only the
    Calculation Amount and the Interest Amount in respect of a Note
    having the minimum Specified Denomination.



 




    (j) Notifications
    etc.



 



    All notifications, opinions, determinations, certificates,
    calculations, quotations and decisions given, expressed, made or
    obtained for the purposes of this Condition 7 by the Calculation
    Agent will (in the absence of manifest error) be binding on the
    Issuer, the Guarantors, the Trustee, the Paying Agents, the
    Noteholders and the Couponholders and






    

    69








 







    (subject as aforesaid) no liability to any such Person will
    attach to the Calculation Agent in connection with the exercise
    or non-exercise by it of its powers, duties and discretions for
    such purposes.



 




    (k) Determination
    or Calculation by Trustee



 



    If the Calculation Agent fails at any time to determine a Rate
    of Interest or to calculate an Interest Amount, the Trustee or a
    person appointed by the Trustee for that purpose (but without
    any liability accruing to the Trustee as a result) will
    determine such Rate of Interest and make such determination or
    calculation which shall be deemed to have been made by the
    Calculation Agent. In doing so, the Trustee or a person
    appointed by the Trustee for that purpose (but without any
    liability accruing to the Trustee as a result) shall apply all
    of the provisions of these Conditions with any necessary
    consequential amendments to the extent that, in its sole opinion
    and with absolute discretion, it can do so and in all other
    respects it shall do so in such manner as it shall deem fair and
    reasonable in all the circumstances and will not be liable for
    any loss, liability, cost, charge or expense which may arise as
    a result thereof. Any such determination or calculation made by
    the Trustee shall be binding on the Issuer, the Guarantors, the
    Noteholders and the Couponholders.



 


		
	
    8.  
	
    Zero
    Coupon Note Provisions




 




    (a) Application



 



    This Condition 8 is applicable to the Notes only if the Zero
    Coupon Note provisions are specified in the relevant Final Terms
    as being applicable.



 




    (b) Late
    payment on Zero Coupon Notes



 



    If the Redemption Amount payable in respect of any Zero
    Coupon Note is improperly withheld or refused, the
    Redemption Amount shall thereafter be an amount equal to
    the sum of:



 



    (i) the Reference Price; and



 



    (ii) the product of the Accrual Yield (compounded annually)
    being applied to the Reference Price on the basis of the
    relevant Day Count Fraction from (and including) the Issue Date
    to (but excluding) whichever is the earlier of (i) the day
    on which all sums due in respect of such Note up to that day are
    received by or on behalf of the relevant Noteholder and
    (ii) the day which is seven days after the Principal Paying
    Agent or, as the case may be, the Trustee has notified the
    Noteholders that it has received all sums due in respect of the
    Notes up to such seventh day (except to the extent that there is
    any subsequent default in payment).





    

    70








 






		
	
    9.  
	
    Dual
    Currency Note Provisions




 




    (a) Application



 



    This Condition 9 is applicable to the Notes only if the Dual
    Currency Note provisions are specified in the relevant Final
    Terms as being applicable.



 




    (b) Rate
    of Interest



 



    If the rate or amount of interest fails to be determined by
    reference to an exchange rate, the rate or amount of interest
    payable shall be determined in the manner specified in the
    relevant Final Terms.



 


		
	
    10.  
	
    Redemption
    and Purchase




 




    (a) Scheduled
    redemption



 



    Unless previously redeemed, or purchased and cancelled in
    accordance with Condition 10(j) (Cancellation), the Notes
    will be redeemed at their Final Redemption Amount on the
    Maturity Date, subject as provided in Condition 11
    (Payments).



 




    (b) Redemption
    for tax reasons



 



    The Notes may be redeemed at the option of the Issuer in whole,
    but not in part:



 



    (i) at any time (if neither the Floating Rate Note
    provisions or the Index-Linked Interest Note provisions are
    specified in the relevant Final Terms as being
    applicable); or



 



    (ii) on any Interest Payment Date (if the Floating Rate
    Note provisions or the Index- Linked Interest Note provisions
    are specified in the relevant Final Terms as being applicable),



 



    on giving not less than 30 nor more than 60 days’
    notice to the Noteholders (which notice shall be irrevocable),
    at their Early Redemption Amount (Tax), together with
    interest accrued (if any) to the date fixed for redemption, if:



 



    (A) as a result of any change in, or amendment to, the tax
    laws or regulations of the United Kingdom or any political
    subdivision or any authority thereof or therein having power to
    tax, or any change in the application or official interpretation
    of such laws or regulations (including a holding by a court of
    competent jurisdiction), which change or amendment becomes
    effective on or after the date of issue of the first Tranche of
    the Notes on the next Interest Payment Date either (i) the
    Issuer would be obliged to pay additional amounts as provided or
    referred to in Condition 12 (Taxation) or (ii) each
    Guarantor would be unable for reasons outside its control to
    procure payment by the Issuer and in making payment itself would
    be required to pay such additional amounts; and





    

    71








 







    (B) such obligation cannot be avoided by the Issuer or, as
    the case may be, each of the Guarantors taking reasonable
    measures available to it,



 



    PROVIDED, HOWEVER, THAT no such notice of redemption
    shall be given earlier than:



 



    (I) where the Notes may be redeemed at any time,
    90 days prior to the earliest date on which the Issuer or,
    as the case may be, the relevant Guarantor would be obliged to
    pay such additional amounts if a payment in respect of the Notes
    were then due; or



 



    (II) where the Notes may be redeemed only on an Interest
    Payment Date, 60 days prior to the Interest Payment Date
    occurring immediately before the earliest date on which the
    Issuer or, as the case may be, the relevant Guarantor would be
    obliged to pay such additional amounts if a payment in respect
    of the Notes were then due.



 



    Prior to the publication of any notice of redemption pursuant to
    this paragraph, the Issuer shall deliver to the Trustee (i), if
    the Trustee so requests, an opinion of independent legal
    advisers of recognised standing to the effect that the Issuer
    or, as the case may be, a Guarantor has or will become obliged
    to pay such additional amounts as a result of such change or
    amendment and (ii) a certificate signed by two authorised
    officers of the Issuer or, as the case may be, each of the
    Guarantors, as the case may be, stating that the obligation
    referred to in (A) above cannot be avoided by the Issuer
    or, as the case may be, each of the Guarantors taking reasonable
    measures available to it and the Trustee shall be entitled to
    accept such certificate as sufficient evidence of the
    satisfaction of the condition precedent set out in
    (B) above in which event it shall be conclusive and binding
    on the Noteholders and Couponholders. Upon the expiry of any
    such notice as is referred to in this Condition 10(b), the
    Issuer shall be bound to redeem the Notes in accordance with
    this Condition 10(b).



 




    (c) Redemption
    at the option of the Issuer



 



    If Call Option is specified in the relevant Final Terms as being
    applicable, the Notes may be redeemed at the option of the
    Issuer in whole or, if so specified in the relevant Final Terms,
    in part on any Optional Redemption Date (Call) at the
    relevant Optional Redemption Amount (Call) on the Issuer’s
    giving not less than 30 nor more than 60 days’ notice
    to the Noteholders and the Trustee (which notice shall be
    irrevocable and shall oblige the Issuer to redeem the Notes or,
    as the case may be, the Notes specified in such notice on the
    relevant Optional Redemption Date (Call) at the Optional
    Redemption Amount (Call) plus accrued interest (if any) to
    such date).





    

    72








 








    (d) Partial
    redemption



 



    If the Notes are to be redeemed in part only on any date in
    accordance with Condition 10(c) (Redemption at the option of
    the Issuer), the Notes to be redeemed shall be selected by
    the drawing of lots in such place and in such manner as the
    Trustee approves, subject to compliance with applicable law, the
    rules of each competent authority, stock exchange
    and/or
    quotation system (if any) by which the Notes have then been
    admitted to listing, trading
    and/or
    quotation and the notice to Noteholders referred to in Condition
    10(c) (Redemption at the option of the Issuer) shall
    specify the serial numbers of the Notes so to be redeemed. If
    any Maximum Redemption Amount or Minimum
    Redemption Amount is specified in the relevant Final Terms,
    then the Optional Redemption Amount (Call) shall in no
    event be greater than the maximum or be less than the minimum so
    specified.



 




    (e) Redemption
    at the option of Noteholders



 



    If Put Option is specified in the relevant Final Terms as being
    applicable, the Issuer shall, at the option of the holder of any
    Note redeem such Note on the Optional Redemption Date (Put)
    specified in the relevant Put Option Notice at the relevant
    Optional Redemption Amount (Put) together with interest (if any)
    accrued to such date. In order to exercise the option contained
    in this Condition 10(e), the holder of a Note must, not less
    than 30 nor more than 60 days before the relevant Optional
    Redemption Date (Put), deposit with any Paying Agent such
    Note together with all unmatured Coupons relating thereto and a
    duly completed Put Option Notice in the form obtainable from any
    Paying Agent. The Paying Agent with which such Note is so
    deposited shall deliver a duly completed Put Option Receipt to
    the depositing Noteholder. No Note, once deposited with a duly
    completed Put Option Notice in accordance with this Condition
    10(e), may be withdrawn; PROVIDED, HOWEVER, THAT if,
    prior to the relevant Optional Redemption Date (Put), any
    such Note becomes immediately due and payable or, upon due
    presentation of any such Note on the relevant Optional
    Redemption Date (Put), payment of the redemption moneys is
    improperly withheld or refused, the relevant Paying Agent shall
    mail notification thereof to the depositing Noteholder at such
    address as may have been given by such Noteholder in the
    relevant Put Option Notice and shall hold such Note at its
    Specified Office for collection by the depositing Noteholder
    against surrender of the relevant Put Option Receipt. For so
    long as any outstanding Note is held by a Paying Agent in
    accordance with this Condition 10(e), the depositor of such Note
    and not such Paying Agent shall be deemed to be the holder of
    such Note for all purposes.



 



    If the Note is in definitive form and held through Euroclear or
    Clearstream, Luxembourg, to exercise the right to require
    redemption or, as the case may be, purchase of a Note under this
    Condition 10(e) the holder of the Note must, not less than 30
    nor more than 60 days before the relevant Optional
    Redemption Date (Put), give notice to the Principal Paying
    Agent 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






    

    73








 







    any common depositary for them to the Principal Paying Agent by
    electronic means) in a form acceptable to Euroclear and
    Clearstream, Luxembourg from time to time.



 




    (f) Change
    of Control redemption



 



    If Change of Control Put Option is specified in the relevant
    Final Terms as being applicable and a Change of Control Put
    Event occurs, the holder of each Note will have the option
    (unless prior to the giving of the relevant Change of Control
    Put Event Notice the Issuer has given notice of redemption under
    Condition 10(b) (Redemption for tax reasons) or 10(c)
    (Redemption at the option of the Issuer), if applicable)
    to require the Issuer to redeem or, at the Issuer’s option,
    purchase (or procure the purchase of) that Note on the Change of
    Control Optional Redemption Date at its Change of Control
    Optional Redemption Amount together with interest accrued to
    (but excluding) the Change of Control Optional
    Redemption Date.



 



    Promptly upon, and in any event within 14 days after, the
    Issuer becoming aware that a Change of Control 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 principal amount of
    the Notes then outstanding or if so directed by an Extraordinary
    Resolution of the Noteholders, shall, (subject in each case to
    the Trustee being indemnified
    and/or
    secured to its satisfaction) give the Change of Control Put
    Event Notice to the Noteholders.



 



    To exercise the Change of Control Put Option, the holder of the
    Note must deliver such Note to the specified office of any
    Paying Agent at any time during normal business hours of such
    Paying Agent falling within the Change of Control Put Period,
    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 (an “Exercise
    Notice”). The Note should be delivered together with
    all Coupons appertaining thereto maturing after the Change of
    Control Optional Redemption Date, failing which the Paying
    Agent will require payment from or on behalf of the Noteholder
    of an amount equal to the face value of any such missing Coupon.
    Any amount so paid will be reimbursed by the Paying Agent to the
    Noteholder against presentation and surrender of the relevant
    missing Coupon (or any replacement issued therefor pursuant to
    Condition 15 (Replacement of Notes and Coupons)) at any
    time after such payment, but before the expiry of the period of
    ten years from the date on which such Coupon would have become
    due, but not thereafter. If the Note is in definitive form and
    held through Euroclear or Clearstream, Luxembourg, to exercise
    the right to require redemption or, as the case may be, purchase
    of a Note under this Condition 10(f) the holder of the Note
    must, within the Change of Control Put Period, give notice to
    the Principal Paying Agent 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 Principal Paying Agent by electronic means) in a
    form acceptable to Euroclear and Clearstream, Luxembourg from






    

    74








 







    time to time. The Paying Agent to which such Note and Exercise
    Notice are delivered will issue to the Noteholder concerned a
    non-transferable receipt in respect of the Note so delivered or,
    in the case of a Note held through Euroclear
    and/or
    Clearstream, Luxembourg, notice received. Payment in respect of
    any Note so delivered will be made, if the holder duly specified
    a bank account in the Exercise Notice to which payment is to be
    made, on the Change of Control Optional Redemption Date by
    transfer to that bank account and, in every other case, on or
    after the Change of Control Optional Redemption Date
    against presentation and surrender or (as the case may be)
    endorsement of such receipt at the specified office of any
    Paying Agent. For the purposes of these Conditions, receipts
    issued pursuant to this Condition 10(f) shall be treated as if
    they were Notes. The Issuer shall redeem or purchase (or procure
    the purchase of) the Notes in respect of which the Change of
    Control Put Option has been validly exercised in accordance with
    the provisions of this Condition 10(f) on the Change of Control
    Optional Redemption Date unless previously redeemed (or
    purchased) and cancelled.



 



    Any Exercise Notice, once given, shall be irrevocable except
    where prior to the Change of Control Optional
    Redemption Date an Event of Default shall have occurred and
    the Trustee shall have accelerated the Notes, in which event
    such holder, at its option, may elect by notice to the Issuer to
    withdraw the Exercise Notice and instead to treat its Notes as
    being forthwith due and payable pursuant to Condition 13.



 



    If 80 per cent. or more in principal amount of the Notes
    then outstanding have been redeemed or purchased pursuant to
    this Condition 10(f), the Issuer may, on giving not less than 30
    nor more than 60 days’ notice to the Noteholders (such
    notice being given within 30 days after the Change of
    Control Optional Redemption Date), redeem or purchase (or
    procure the purchase of), at its option, all but not some only
    of the remaining outstanding Notes at their principal amount,
    together with interest accrued to (but excluding) the date fixed
    for such redemption or purchase.



 



    If the rating designations employed by any Rating Agency are
    changed from those which are described in paragraph (ii) of
    the definition of “Change of Control Put
    Event”, or if a rating is procured from a Substitute
    Rating Agency, the Issuer shall determine, with the agreement of
    the Trustee, the rating designations of such Rating Agency or
    such Substitute Rating Agency (as appropriate) as are most
    equivalent to the prior rating designations of the relevant
    Rating Agency and this Condition 10(f) shall be construed
    accordingly.



 



    The Trustee is under no obligation to ascertain whether a Change
    of Control Put Event or Change of Control or any event which
    could lead to the occurrence of or could constitute a Change of
    Control Put Event or Change of Control has occurred, or to seek
    any confirmation from any Rating Agency pursuant to the
    definition of Negative Rating Event below, and, until it shall
    have actual knowledge or notice pursuant to the Trust Deed
    to the contrary, the Trustee may assume that no Change of
    Control Put Event or Change of Control or other such event has
    occurred.





    

    75








 








    (g) No
    other redemption



 



    The Issuer shall not be entitled to redeem the Notes otherwise
    than as provided in Conditions 10(a) (Scheduled
    redemption) to 10(f) (Change of control redemption)
    above.



 




    (h) Early
    redemption of Zero Coupon Notes



 



    Unless otherwise specified in the relevant Final Terms, the
    Redemption Amount payable on redemption of a Zero Coupon
    Note at any time before the Maturity Date shall be an amount
    equal to the sum of:



 



    (i) the Reference Price; and



 



    (ii) the product of the Accrual Yield (compounded annually)
    being applied to the Reference Price from (and including) the
    Issue Date to (but excluding) the date fixed for redemption or
    (as the case may be) the date upon which the Note becomes due
    and payable.



 



    Where such calculation is to be made for a period which is not a
    whole number of years, the calculation in respect of the period
    of less than a full year shall be made on the basis of such Day
    Count Fraction as may be specified in the Final Terms for the
    purposes of this Condition 10(h) or, if none is so specified, a
    Day Count Fraction of 30E/360.



 




    (i) Purchase



 



    The Issuer or any of its Subsidiaries may at any time purchase
    Notes in the open market or otherwise and at any price,
    PROVIDED THAT all unmatured Coupons are purchased
    therewith.



 




    (j) Cancellation



 



    All Notes so redeemed or purchased by the Issuer or any of its
    Subsidiaries and any unmatured Coupons attached to or
    surrendered with them shall be cancelled and may not be reissued
    or resold.



 


		
	
    11.  
	
    Payments




 




    (a) Principal



 



    Payments of principal shall be made only against presentation
    and (PROVIDED THAT payment is made in full) surrender of
    Notes at the Specified Office of any Paying Agent outside the
    United States by cheque drawn in the currency in which the
    payment is due on, or by transfer to an account denominated in
    that currency (or, if that currency is euro, any other account
    to which euro may be credited or transferred) and maintained by
    the payee with, a bank in the Principal Financial Centre of that
    currency (in the case of a sterling cheque, a town clearing
    branch of a bank in the City of London).





    

    76








 








    (b) Interest



 



    Payments of interest shall, subject to paragraph (h) below,
    be made only against presentation and (PROVIDED THAT
    payment is made in full) surrender of the appropriate
    Coupons at the Specified Office of any Paying Agent outside the
    United States in the manner described in paragraph
    (a) above.



 




    (c) Payments
    in New York City



 



    Payments of principal or interest may be made at the Specified
    Office of a Paying Agent in New York City if (i) the Issuer
    has appointed Paying Agents outside the United States with the
    reasonable expectation that such Paying Agents will be able to
    make payment of the full amount of the interest on the Notes in
    the currency in which the payment is due when due,
    (ii) payment of the full amount of such interest at the
    offices of all such Paying Agents is illegal or effectively
    precluded by exchange controls or other similar restrictions and
    (iii) payment is permitted by applicable United States law.



 




    (d) Payments
    subject to fiscal laws



 



    All payments in respect of the Notes are subject in all cases to
    any applicable fiscal or other laws and regulations in the place
    of payment, but without prejudice to the provisions of Condition
    12 (Taxation). No commissions or expenses shall be
    charged to the Noteholders or Couponholders in respect of such
    payments.



 




    (e) Deductions
    for unmatured Coupons



 



    If the relevant Final Terms specifies that the Fixed Rate Note
    provisions are applicable and a Note is presented without all
    unmatured Coupons relating thereto:



 



    (i) if the aggregate amount of the missing Coupons is less
    than or equal to the amount of principal due for payment, a sum
    equal to the aggregate amount of the missing Coupons will be
    deducted from the amount of principal due for payment; provided,
    however, that if the gross amount available for payment is less
    than the amount of principal due for payment, the sum deducted
    will be that proportion of the aggregate amount of such missing
    Coupons which the gross amount actually available for payment
    bears to the amount of principal due for payment;



 



    (ii) if the aggregate amount of the missing Coupons is
    greater than the amount of principal due for payment:



 



    (A) so many of such missing Coupons shall become void (in
    inverse order of maturity) as will result in the aggregate
    amount of the remainder of such missing Coupons (the
    “Relevant Coupons”) being equal to the amount
    of principal due for payment; provided, however, that where this
    sub-paragraph
    would otherwise require a fraction of a missing Coupon to become
    void, such missing Coupon shall become void in its
    entirety; and





    

    77








 







    (B) a sum equal to the aggregate amount of the Relevant
    Coupons (or, if less, the amount of principal due for payment)
    will be deducted from the amount of principal due for payment;
    provided, however, that, if the gross amount available for
    payment is less than the amount of principal due for payment,
    the sum deducted will be that proportion of the aggregate amount
    of the Relevant Coupons (or, as the case may be, the amount of
    principal due for payment) which the gross amount actually
    available for payment bears to the amount of principal due for
    payment.



 



    Each sum of principal so deducted shall be paid in the manner
    provided in paragraph (a) above against presentation and
    (PROVIDED THAT payment is made in full) surrender of the
    relevant missing Coupons.



 




    (f) Unmatured
    Coupons void



 



    If the relevant Final Terms specifies that this Condition 11(f)
    is applicable or that the Floating Rate Note provisions or the
    Index-Linked Interest Note provisions are applicable, on the due
    date for final redemption of any Note or early redemption in
    whole of such Note pursuant to Condition 10(b) (Redemption
    for tax reasons), Condition 10(e) (Redemption at the
    option of Noteholders), Condition 10(c) (Redemption at
    the option of the Issuer) or Condition 13 (Events of
    Default), all unmatured Coupons relating thereto (whether or
    not still attached) shall become void and no payment will be
    made in respect thereof.



 




    (g) Payments
    on business days



 



    If the due date for payment of any amount in respect of any Note
    or Coupon is not a Payment Business Day in the place of
    presentation, the holder shall not be entitled to payment in
    such place of the amount due until the next succeeding Payment
    Business Day in such place and shall not be entitled to any
    further interest or other payment in respect of any such delay.



 




    (h) Payments
    other than in respect of matured Coupons



 



    Payments of interest other than in respect of matured Coupons
    shall be made only against presentation of the relevant Notes at
    the Specified Office of any Paying Agent outside the United
    States (or in New York City if permitted by paragraph
    (c) above).



 




    (i) Partial
    payments



 



    If a Paying Agent makes a partial payment in respect of any Note
    or Coupon presented to it for payment, such Paying Agent will
    endorse thereon a statement indicating the amount and date of
    such payment.





    

    78








 








    (j) Exchange
    of Talons



 



    On or after the maturity date of the final Coupon which is (or
    was at the time of issue) part of a Coupon Sheet relating to the
    Notes, the Talon forming part of such Coupon Sheet may be
    exchanged at the Specified Office of the Principal Paying Agent
    for a further Coupon Sheet (including, if appropriate, a further
    Talon but excluding any Coupons in respect of which claims have
    already become void pursuant to Condition 14
    (Prescription). Upon the due date for redemption of any
    Note, any unexchanged Talon relating to such Note shall become
    void and no Coupon will be delivered in respect of such Talon.



 


		
	
    12.  
	
    Taxation




 




    (a) Gross
    up



 



    All payments of principal and interest in respect of the Notes
    and the Coupons by or on behalf of the Issuer or any Guarantor
    shall be made free and clear of, and without withholding or
    deduction for or on account of, any present or future taxes,
    duties, assessments or governmental charges of whatever nature
    imposed, levied, collected, withheld or assessed by or on behalf
    of the United Kingdom or any political subdivision therein or
    any authority therein or thereof having power to tax, unless the
    withholding or deduction of such taxes, duties, assessments, or
    governmental charges is required by law. In that event, the
    Issuer or, as the case may be, such Guarantor, shall pay such
    additional amounts as will result in receipt by the Noteholders
    and the Couponholders after such withholding or deduction of
    such amounts as would have been received by them had no such
    withholding or deduction been required, except that no such
    additional amounts shall be payable in respect of any Note or
    Coupon presented for payment:



 



    (i) by or on behalf of a holder which is liable to such
    taxes, duties, assessments or governmental charges in respect of
    such Note or Coupon by reason of its having some connection with
    the jurisdiction by which such taxes, duties, assessments or
    charges have been imposed, levied, collected, withheld or
    assessed other than the mere holding of the Note or
    Coupon; or



 



    (ii) where such withholding or deduction is imposed on a
    payment to or for an individual and is required to be made
    pursuant to European Council Directive 2003/48/EC or any other
    Directive implementing the conclusions of the ECOFIN Council
    meeting of 26 — 27 November 2000 on the taxation
    of savings income or any law of the EU or a non-Member State
    implementing or complying with, or introduced in order to
    conform to, such Directive; or



 



    (iii) by or on behalf of a holder who would have been able
    to avoid such withholding or deduction by presenting the
    relevant Note or Coupon to another Paying Agent (if any); or





    

    79








 







    (iv) more than 30 days after the Relevant Date except
    to the extent that the holder of such Note or Coupon would have
    been entitled to such additional amounts on presenting such Note
    or Coupon for payment on the last day of such period of
    30 days.



 




    (b) Taxing
    jurisdiction



 



    If the Issuer or any Guarantor becomes subject at any time to
    any taxing jurisdiction other than the United Kingdom,
    references in these Conditions to the United Kingdom shall be
    construed as references to the United Kingdom
    and/or such
    other jurisdiction.



 


		
	
    13.  
	
    Events of
    Default




 



    If any of the following events occurs and is continuing then the
    Trustee may at its discretion and shall, if so requested in
    writing by the holders of at least one fifth of the aggregate
    principal amount of the outstanding Notes, or if so directed by
    an Extraordinary Resolution (subject to the Trustee having been
    indemnified
    and/or
    provided with security
    and/or
    prefunded by the Noteholders to its satisfaction) by written
    notice to the Issuer, declare the Notes to be immediately due
    and payable, whereupon they shall become immediately due and
    payable at their Early Termination Amount together with accrued
    interest (if any) without further action or formality:



 




    (a) Non-payment



 



    the Issuer fails to pay any amount of principal in respect of
    the Notes within ten days of the due date for payment thereof or
    any amount of interest in respect of the Notes within ten days
    of the due date for payment thereof; or



 




    (b) Breach
    of other obligations



 



    the Issuer or any Guarantor does not comply with any of their
    other obligations under or in respect of the Notes or the
    Trust Deed and (except in any case where, in the opinion of
    the Trustee, such failure is incapable of remedy in which case
    no continuation or notice as is hereinafter provided will be
    required) such failure to comply continues unremedied for
    30 days (or such longer period as the Trustee may permit)
    after written notice thereof has been delivered by the Trustee
    to the Issuer or such Guarantor, as the case may be; or



 




    (c) Cross
    Default



 



    (i) any Indebtedness of the Issuer or any Guarantor or any
    Material Subsidiary becomes due and repayable prematurely by
    reason of an event of default (however described);



 



    (ii) the Issuer or any Guarantor or any Material Subsidiary
    fails to make any payment in respect of any Indebtedness on the
    due date for payment or, as the case may be, within any
    applicable grace period as originally provided;



 



    (iii) any security given by the Issuer or any Guarantor or
    any Material Subsidiary for any Indebtedness is enforced; or





    

    80








 







    (iv) default is made by the Issuer or any Guarantor or any
    Material Subsidiary in making any payment due under any
    guarantee
    and/or
    indemnity given by it in relation to any Indebtedness of any
    other person,



 



    provided that (i) no event described in this Condition
    13(c) shall constitute an Event of Default where the Issuer or
    the relevant Guarantor or the relevant Material Subsidiary, as
    the case may be, satisfies the Trustee that it is contesting
    such Event of Default in good faith and by appropriate action
    and (ii) no event described in this Condition 13(c) shall
    constitute an Event of Default unless the Indebtedness or other
    relative liability, either alone or when aggregated with other
    Indebtedness
    and/or other
    liabilities relative to all (if any) other events described in
    this Condition 13(c) which have occurred and are continuing
    (excluding where the Issuer
    and/or the
    relevant Guarantor
    and/or the
    relevant Material Subsidiary, as the case may be, has satisfied
    the Trustee that it is contesting such event in good faith and
    by appropriate action), amounts to at least U.S.$50,000,000 (or
    its equivalent in any other currency); or



 




    (d) Security
    enforced



 



    a secured party takes possession, or a receiver, manager or
    other similar officer is appointed, of all or substantially all
    of the undertaking, assets and revenues of the Issuer, a
    Guarantor or any Material Subsidiary; or



 




    (e) Creditor’s
    process



 



    any expropriation, attachment, sequestration, distress or
    execution affects any asset or assets of the Issuer, any
    Guarantor or a Material Subsidiary having an aggregate value of
    and in respect of indebtedness aggregating at least
    U.S.$50,000,000 (or its equivalent in any other currency or
    currencies) and is not discharged within 30 days; or



 




    (f) Insolvency
    etc.



 



    (i) the Issuer, any Guarantor or any Material Subsidiary
    becomes insolvent or is unable to pay its debts as they fall
    due, (ii) an administrator or liquidator of the Issuer, any
    Guarantor or any Material Subsidiary of all or substantially all
    of the undertaking, assets and revenues of the Issuer, such
    Guarantor or such Material Subsidiary is appointed (otherwise
    than for the purposes of or pursuant to an amalgamation,
    reorganisation or restructuring whilst solvent on terms
    previously approved in writing by the Trustee or by an
    Extraordinary Resolution); or (iii) the Issuer, any
    Guarantor or any Material Subsidiary makes a general assignment
    or an arrangement or composition with or for the benefit of its
    creditors generally or declares a moratorium in respect of any
    of its Indebtedness given by it; or (iv) a person presents
    a petition for the winding up, liquidation, dissolution,
    administration or suspension of payments of the Issuer, any
    Guarantor or any Material Subsidiary (excluding where the
    Issuer, such Guarantor or such Material Subsidiary has satisfied
    the Trustee that it is contesting such petition in good faith
    and by appropriate action); or





    

    81








 








    (g) Winding
    up etc.



 



    an order is made or an effective resolution is passed for the
    winding up, liquidation or dissolution of the Issuer, any
    Guarantor or any Material Subsidiary (otherwise than for the
    purposes of or pursuant to an amalgamation, reorganisation or
    restructuring whilst solvent on terms previously approved in
    writing by the Trustee or by an Extraordinary
    Resolution); or



 




    (h) Failure
    to take action etc.



 



    any action, condition or thing at any time required to be taken,
    fulfilled or done in order (i) to enable the Issuer or the
    Guarantors lawfully to enter into, exercise their respective
    rights and perform and comply with their respective obligations
    under and in respect of the Notes, the Coupons and the
    Trust Deed, (ii) to ensure that those obligations are
    legal, valid, binding and enforceable and (iii) to make the
    Notes, the Coupons and the Trust Deed admissible in
    evidence in the courts of England is not taken, fulfilled or
    done; or



 




    (i) Cessation
    of business etc.



 



    the Issuer, any Guarantor or any Material Subsidiary ceases or
    threatens to cease to carry on all or substantially all of its
    business, save for (i) the purposes of or pursuant to an
    amalgamation, reorganisation or restructuring neither involving
    nor arising out of the insolvency of the Issuer or, as the case
    may be, such Guarantor or Material Subsidiary, (ii) any
    transfer of assets by the Issuer, any Guarantor or any Material
    Subsidiary to any other member of the Group, (iii) any
    transfer of assets by the Issuer, any Guarantor or any Material
    Subsidiary to a third party or parties (whether associated or
    not) on an arm’s length basis, (iv) any transfer of
    assets by the Issuer, any Guarantor or any Material Subsidiary
    whereby the transferee is or immediately upon such transfer
    becomes a Material Subsidiary, or (v) any transfer of
    assets by the Issuer, any Guarantor or any Material Subsidiary
    the terms of which have been previously approved by the Trustee
    or by an Extraordinary Resolution of the Noteholders; or



 




    (j) Guarantee
    etc.



 



    any Guarantee ceases to be, or is claimed by a Guarantor not to
    be, in full force and effect; or



 




    (k) Guarantors
    etc.



 



    any Guarantor ceases to be a Subsidiary controlled, directly or
    indirectly, by the Issuer,



 



    provided that, in the case of Conditions 13(b), (d) and
    (f) to (i) inclusive, the Trustee shall have certified
    in writing that such event is in its opinion materially
    prejudicial to the interests of the Noteholders.





    

    82








 






		
	
    14.  
	
    Prescription




 



    Claims for principal shall become void unless the relevant Notes
    are presented for payment within ten years of the appropriate
    Relevant Date. Claims for interest shall become void unless the
    relevant Coupons are presented for payment within five years of
    the appropriate Relevant Date.



 


		
	
    15.  
	
    Replacement
    of Notes and Coupons




 



    If any Note or Coupon is lost, stolen, mutilated, defaced or
    destroyed, it may be replaced at the Specified Office of the
    Principal Paying Agent (and, if the Notes are then 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 any particular place, a Paying Agent having its
    Specified Office in the place required by such competent
    authority, stock exchange
    and/or
    quotation system), subject to all applicable laws and competent
    authority, stock exchange
    and/or
    quotation system requirements, upon payment by the claimant of
    the expenses incurred in connection with such replacement and on
    such terms as to evidence, security, indemnity and otherwise as
    the Issuer and the Guarantors may reasonably require. Mutilated
    or defaced Notes or Coupons must be surrendered before
    replacements will be issued.



 


		
	
    16.  
	
    Trustee
    and Agents




 



    The Trust Deed contains provisions for the indemnification
    of the Trustee and for its relief from responsibility, including
    provisions relieving it from any obligation to take proceedings
    to enforce repayment unless indemnified
    and/or
    secured to its satisfaction and to be paid its costs and
    expenses in priority to the claims of Noteholders. The
    Trust Deed also contains provisions pursuant to which the
    Trustee is entitled, inter alia, (i) to enter into
    business transactions with the Issuer, the Guarantors
    and/or any
    other Subsidiary
    and/or any
    related entity thereof and to act as trustee for the holders of
    any other securities issued or guaranteed by or relating to the
    Issuer, the Guarantors or any other Subsidiary, (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.



 



    In the exercise of its powers and discretions under these
    Conditions
    and/or the
    Trust Deed, the Trustee will have regard to the interests
    of the Noteholders as a class and will not be responsible for
    any consequences for individual holders of Notes, Coupons or
    Talons as a result of such holders being connected in any way
    with a particular territory or taxing jurisdiction.



 



    In acting under the Agency Agreement and in connection with the
    Notes and the Coupons, the Paying Agents and the Calculation
    Agent (if any) act solely as agents of the Issuer or, following
    the occurrence of an Event of Default, the Trustee and do not
    assume any obligations towards or relationship of agency or
    trust for or with any of the Noteholders or Couponholders.





    

    83








 







    The Principal Paying Agent and its initial Specified Office is
    set out below. The initial Calculation Agent (if any) is
    specified in the relevant Final Terms. The Issuer reserves the
    right at any time, with the prior written consent of the
    Trustee, to vary or terminate the appointment of any Paying
    Agent or Calculation Agent and to appoint a successor principal
    paying agent or calculation agent and additional or successor
    paying agents; PROVIDED, HOWEVER, THAT:



 



    (a) the Issuer shall at all times maintain a Principal
    Paying Agent; and



 



    (b) the Issuer shall at all times maintain a paying agent
    in an EU member state that will not be obliged to withhold or
    deduct tax pursuant to European Council Directive 2003/48/EC or
    any other Directive implementing the conclusions of the ECOFIN
    Council meeting of
    26-27 November
    2000; and



 



    (c) if a Calculation Agent is specified in the relevant
    Final Terms, the Issuer shall at all times maintain a
    Calculation Agent; and



 



    (d) if and for 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 any particular place, the Issuer shall maintain a
    Paying Agent having its Specified Office in the place required
    by such competent authority, stock exchange
    and/or
    quotation system.



 



    Notice of any appointment of, or change in, any of the Paying
    Agents or in their Specified Offices shall promptly be given to
    the Noteholders in accordance with Condition 19 (Notices).



 


		
	
    17.  
	
    Meetings
    of Noteholders; Modification and Waiver




 




    (a) Meetings
    of Noteholders



 



    The Trust Deed contains provisions for convening meetings
    of Noteholders to consider matters relating to the Notes,
    including the modification of any provision of these Conditions
    or the Trust Deed. Any such modification may be made if
    sanctioned by an Extraordinary Resolution. Such a meeting may be
    convened by the Issuer or the Trustee and shall be convened by
    the Trustee upon the request in writing of Noteholders holding
    not less than one-tenth of the aggregate principal amount of the
    outstanding Notes. The quorum at any meeting convened to vote on
    an Extraordinary Resolution will be two or more Persons holding
    or representing more than half of the aggregate principal amount
    of the outstanding Notes or, at any adjourned meeting, two or
    more Persons being or representing Noteholders whatever the
    principal amount of the Notes held or represented; PROVIDED,
    HOWEVER, THAT Reserved Matters may only be sanctioned by an
    Extraordinary Resolution passed at a meeting of Noteholders at
    which two or more Persons holding or representing not less than
    three-quarters or, at any adjourned meeting, not less than one
    quarter of the aggregate principal amount of the outstanding
    Notes form a quorum. Any Extraordinary Resolution duly passed at
    any such meeting shall be binding on all the Noteholders and
    Couponholders, whether present or not.





    

    84








 







    In addition, a resolution in writing signed by or on behalf of
    at least 75 per cent. of the 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. 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.



 




    (b) Modification
    and waiver



 



    The Trustee may agree, without the consent of the Noteholders or
    Couponholders, to (i) any modification to or of these
    Conditions, the Notes or the Trust Deed (other than in
    respect of a Reserved Matter) which is, in the opinion of the
    Trustee, proper to make if, in the opinion of the Trustee, such
    modification will not be materially prejudicial to the interests
    of Noteholders, (ii) any modification of these Conditions,
    the Notes or the Trust Deed that is of a formal, minor or
    technical nature or is made to correct a manifest error or to
    correct an error which, in the opinion of the Trustee, is
    proven, and (iii) any waiver or authorisation of any breach
    or proposed breach, of any of the provisions of these
    Conditions, the Notes or the Trust Deed (other than a
    proposed breach or breach relating to the subject of a Reserved
    Matter) that is in the opinion of the Trustee not materially
    prejudicial to the interests of the Noteholders. Any such
    modification, authorisation or waiver shall be binding on the
    Noteholders and the Couponholders and, if the Trustee so
    requires, such modification, authorisation or waiver shall be
    notified to the Noteholders as soon as practicable in accordance
    with Condition 19 (Notices).



 




    (c) Substitution



 



    The Trust Deed contains provisions permitting the Trustee
    to agree, without the consent of the Noteholders, the
    Receiptholders or the Couponholders, to the substitution of
    certain other entities in place of the Issuer or any Guarantor
    (or in either case any previously substituted company) as
    principal debtor or, as the case may be, guarantor under the
    Trust Deed in relation to the Notes, Receipts and Coupons of any
    Series of Notes, subject to (i) the Notes being
    unconditionally and irrevocably guaranteed by the Issuer or, as
    the case may be, the relevant Guarantor, (ii) the Trustee
    being satisfied that such substitution is not materially
    prejudicial to the interests of Noteholders; and
    (iii) certain other conditions set out in the
    Trust Deed being complied with.



 



    No Noteholder or Couponholder shall, in connection with any
    substitution, be entitled to claim any indemnification or
    payment in respect of any tax consequence thereof for such
    Noteholder or (as the case may be) Couponholder except to the
    extent provided for in Condition 12 (Taxation) (or any
    undertaking given in addition to or substitution for it pursuant
    to the provisions of the Trust Deed).



 


		
	
    18.  
	
    Enforcement




 



    The Trustee may, at any time, at its discretion and without
    further notice, institute such proceedings against the Issuer
    and/or the
    Guarantors as it thinks fit to enforce any obligation, condition
    or provision binding on the Issuer






    

    85








 







    and/or the
    Guarantors under these Conditions, the Notes or the
    Trust Deed, but shall not be bound to do so unless:



 



    (a) it has been so directed by an Extraordinary Resolution
    or it has been so requested in writing by the holders of at
    least one fifth of the nominal amount of the Notes
    outstanding; and



 



    (b) it has been indemnified
    and/or
    secured
    and/or
    prefunded by the Noteholders to its satisfaction.



 



    No Noteholder or Couponholder shall be entitled to institute
    proceedings directly against the Issuer or a Guarantor unless
    the Trustee, having become bound to proceed as aforesaid, fails
    to do so within a reasonable time and such failure is continuing.



 


		
	
    19.  
	
    Notices




 




    (a) Valid
    Notices



 



    Notices to the Noteholders shall be valid if published in a
    leading English language daily newspaper published in London
    (which is expected to be the Financial Times) or, if such
    publication is not practicable, in a leading English language
    daily newspaper having general circulation in Europe. Any such
    notice shall be deemed to have been given on the date of first
    publication (or if required to be published in more than one
    newspaper, on the first date on which publication shall have
    been made in all the required newspapers).



 




    (b) Other
    Methods



 



    Notwithstanding paragraph (a) above, the Trustee may
    approve some other method of giving notice to the Noteholders
    if, in its opinion, that other method is reasonable having
    regard to market practice then prevailing and to the
    requirements of any stock exchange on which Notes are then
    listed and PROVIDED THAT notice of that other method is
    given to the Noteholders in the manner required by the Trustee.



 




    (c) Couponholders



 



    Couponholders shall be deemed for all purposes to have notice of
    the contents of any notice given to the Noteholders.



 


		
	
    20.  
	
    Rounding




 



    For the purposes of any calculations referred to in these
    Conditions (unless otherwise specified in these Conditions or
    the relevant Final Terms), (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






    

    86








 







    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.



 


		
	
    21.  
	
    Further
    Issues




 



    The Issuer may from time to time without the consent of the
    Noteholders or Couponholders create and issue further securities
    either having the same terms and conditions as the Notes in all
    respects (or in all respects except for the first payment of
    interest on them) and so that such further issue shall be
    consolidated and form a single series with the outstanding
    securities of any series (including the Notes) or upon such
    terms as the Issuer may determine at the time of their issue.
    References in these Conditions to the Notes include (unless the
    context requires otherwise) any other securities issued pursuant
    to this Condition and forming a single series with the Notes.
    The Trust Deed contains provisions for convening a single
    meeting of the Noteholders and the holders of securities of
    other series where the Trustee so decides.



 


		
	
    22.  
	
    Governing
    Law and Jurisdiction




 




    (a) Governing
    law



 



    The Notes and the Trust Deed, and any non-contractual
    obligations arising out of or in connection with the Notes and
    the Trust Deed, are governed by, and construed in
    accordance with, English law.



 




    (b) English
    courts



 



    The courts of England have exclusive jurisdiction to settle any
    dispute (a “Dispute”) arising out of or in
    connection with the Notes and the Trust Deed (including a
    dispute relating to the existence, validity or cancellation of
    the Notes or any non-contractual obligation arising out of or in
    connection with the Notes or the Trust Deed) or the
    consequences of their nullity.



 




    (c) Appropriate
    forum



 



    The Issuer and each of the Guarantors agree that the courts of
    England are the most appropriate and convenient courts to settle
    any Dispute and, accordingly, that they will not argue to the
    contrary.





    

    87








 






	 	 	 
	

    The Issuer


	
 
	
 

	
 
	
 
	
 

	

    EXECUTED and DELIVERED as a DEED by


	
 
	
    ) NICOLETTE HENFREY

	
 
	
 
	
    )

	

    as attorney for


	
 
	
    )

	

    INTERCONTINENTAL HOTELS GROUP PLC


	
 
	
    )









 


	 	 	 	 	 
	

    Witness:


	
 
	
    Signature:
	
 
	
    DAVID CONNOLLY

	
 
	
 
	
    Name:
	
 
	
    DAVID CONNOLLY









 


	 	 	 
	

    The Guarantors


	
 
	
 

	
 
	
 
	
 

	

    EXECUTED and DELIVERED as a DEED by


	
 
	
    )

	

    INTERCONTINENTAL HOTELS LIMITED 


	
 
	
    )

	

    a company incorporated in England and Wales acting by


	
 
	
    )

	
 
	
 
	
    )

	

              , a
    director of the Company and


	
 
	
    ) RICHARD SOLOMONS

	

              , a
    director of the company/


	
 
	
    ) GEORGE TURNER

	
 
	
 
	
 

	

    EXECUTED and DELIVERED as a DEED by


	
 
	
    )

	

    SIX CONTINENTS LIMITED


	
 
	
    )

	

    a company incorporated in England and Wales acting by


	
 
	
    )

	
 
	
 
	
    )

	

              , a
    director of the Company and


	
 
	
    ) RICHARD SOLOMONS

	

              , a
    director of the company/


	
 
	
    ) GEORGE TURNER















 







	 	 	 
	

    The Trustee


	
 
	
 

	
 
	
 
	
 

	

    EXECUTED as a DEED by Leticia Acevedo


	
 
	
    )

	

    as attorney for


	
 
	
    )

	

    HSBC CORPORATE TRUSTEE


	
 
	
    )

	

    COMPANY (UK) LIMITED


	
 
	

    ) LETICIA ACEVEDO

    Attorney











 


	 	 	 	 	 
	

    Witness:


	
 
	
    Signature:
	
 
	
    SAMUEL WILSON

	
 
	
 
	
    Name:
	
 
	
    SAMUEL WILSON