Bond Romannia 5% ( XS0495980095 ) in EUR

Issuer Romannia
Market price 100 %  ▼ 
Country  Romania
ISIN code  XS0495980095 ( in EUR )
Interest rate 5% per year ( payment 1 time a year)
Maturity 18/03/2015 - Bond has expired



Prospectus brochure of the bond Romania XS0495980095 in EUR 5%, expired


Minimal amount 50 000 EUR
Total amount 1 000 000 000 EUR
Detailed description Romania is a country in Southeast Europe known for its diverse natural landscapes, including the Carpathian Mountains and the Danube Delta, a rich history, and a vibrant cultural heritage.

The Bond issued by Romannia ( Romania ) , in EUR, with the ISIN code XS0495980095, pays a coupon of 5% per year.
The coupons are paid 1 time per year and the Bond maturity is 18/03/2015







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ROMANIA
EUR 1,000,000,000
5.00 per cent. Notes due 2015
The issue price of the EUR 1,000,000,000 5.00 per cent. Notes due 2015 (the "Notes") of Romania (the
"Issuer") is 99.250 per cent. of their principal amount.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 18 March
2015.
The Notes will bear interest from 18 March 2010 at the rate of 5.00 per cent. per annum payable annually in
arrear on 18 March each year commencing on 18 March 2011. Payments on the Notes will be made in Euro
without deduction for or on account of taxes imposed or levied by Romania to the extent described under
"Terms and Conditions of the Notes Taxation".
Application has been made to list the Notes on the Luxembourg Stock Exchange, which is a regulated market
for the purposes of Article 4.1.14 of the Directive on Markets in Financial Instruments (Directive
2004/39/EC).
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and are subject to United States tax law requirements. The Notes are being
offered outside the United States by the Managers (as defined in "Subscription and Sale") in accordance with
Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act.
The Notes will be in bearer form and in the denomination of euro 1,000 each. The Notes will initially be in
the form of a temporary global note (the "Temporary Global Note"), without interest coupons, which will
be deposited on or around 18 March 2010 (the "Closing Date") with a common safekeeper for Euroclear
Bank, S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream,
Luxembourg"). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a
permanent global note (the "Permanent Global Note"), without interest coupons, not earlier than 40 days
after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of
the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent
Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in
definitive form ("Definitive Notes") in the denomination of euro 1,000 each and with interest coupons
attached. See "Summary of Provisions Relating to the Notes in Global Form".
This Offering Circular does not comprise a prospectus for the purposes of Directive 2003/71/EC (the
"Prospectus Directive").
Joint Lead Managers
DEUTSCHE BANK
EFG EUROBANK
HSBC
Offering Circular dated 16 March 2010


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The Issuer accepts responsibility for the information contained within this document. To the best of its
knowledge and belief, the information contained within this Offering Circular is in accordance with the facts
and does not omit anything likely to affect the import of such information. The Issuer accepts responsibility
accordingly.
Deutsche Bank AG, London Branch, EFG Eurobank Ergasias S.A. and HSBC Bank plc (the "Managers")
have not separately verified the information contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as to
the accuracy or completeness of the information contained in this Offering Circular or any other information
provided by the Issuer in connection with the Notes or their distribution.
No person is or has been authorised to give any information or to make any representation which is not
contained in, or which is not consistent with, this Offering Circular or any other information supplied by or
on behalf of the Issuer in connection with the Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer or the Managers.
Neither this Offering Circular nor any other information supplied in connection with the Notes (i) is intended
to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or
constituting an invitation or offer by the Issuer that any recipient of this Offering Circular should purchase
any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the
Issuer.
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this Offering Circular has been most recently amended or supplemented or
that there has been no adverse change in the financial position of the Issuer since the date hereof or the date
upon which this Offering Circular has been most recently amended or supplemented or that any other
information supplied in connection with the Notes is correct as of any subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Managers do not represent that this document may be lawfully distributed
or that the Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or the Managers which would permit a public offering of the Notes or distribution of this document
in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or
sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering
material may be distributed or published, in any jurisdiction except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular
or any Notes come must inform themselves about, and observe any such restrictions. In particular there are
restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States
and the United Kingdom. For a description of further restrictions on offers and sales of Notes and
distribution of this Offering Circular see "Subscription and Sale" below.
The Notes have not been and will not be registered under the Securities Act of 1933 and are subject to U.S.
tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons.
This Offering Circular neither constitutes a prospectus pursuant to Part II of the Luxembourg Law on
prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July 2005 (the
"Luxembourg Prospectus Law") which implements Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 (the "Prospectus Directive") nor a simplified prospectus pursuant to
Chapter 2 of Part III of the Luxembourg Prospectus Law. Accordingly, this Offering Circular does not
purport to meet the format and the disclosure requirements of the Prospectus Directive and Commission
Regulation (EC) No. 809/2004 implementing the Prospectus Directive, and it has not been, and will not be,
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submitted for approval to any competent authority within the meaning of the Prospectus Directive and in
particular the Supervisory Commission of the Financial Sector (Commission de Surveillance du Secteur
Financier), in its capacity as competent authority under the Luxembourg Prospectus Law. The Notes, issued
pursuant to this Offering Circular, will therefore not qualify for the benefit of the single European passport
pursuant to the Prospectus Directive.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to "",
"EUR" or "euro" are to the currency introduced at the start of the third stage of European Economic and
Monetary Union pursuant to the Treaty establishing the European Community (as amended from time to
time) and references to "RON", "leu" or "lei" are to the lawful currency for the time being of Romania.
In connection with the issue of the Notes, HSBC Bank plc as Stabilising Manager (or persons acting on
behalf of the Stabilising Manager) may over-allot the Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun,
may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment
must be conducted by the Stabilising Manager (or person(s) acting on behalf of the Stabilising Manager)
in accordance with all applicable laws and rules.
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Contents
TERMS AND CONDITIONS OF THE NOTES ........................................................................
5
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ..............
15
USE OF PROCEEDS....................................................................................................................
17
ROMANIA....................................................................................................................................
18
TAXATION ..................................................................................................................................
88
SUBSCRIPTION AND SALE......................................................................................................
90
GENERAL INFORMATION ......................................................................................................
91
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Terms and Conditions of the Notes
The following is the text of the Terms and Conditions of the Notes which (subject to completion and
amendment) will be endorsed on each Note in definitive form:
The EUR 1,000,000,000 5.00 per cent. Notes due 2015 (the "Notes", which expression includes any further
notes issued pursuant to Condition 13 (Further issues) and forming a single series therewith) of Romania
(the "Issuer") are to be the subject of a fiscal agency agreement dated 18 March 2010 (as amended or
supplemented from time to time, the "Agency Agreement") between the Issuer, Deutsche Bank AG, London
Branch as fiscal agent (the "Fiscal Agent", which expression includes any successor fiscal agent appointed
from time to time in connection with the Notes) and the paying agents named therein (together with the
Fiscal Agent, the "Paying Agents", which expression includes any successor or additional paying agents
appointed from time to time in connection with the Notes). Certain provisions of these Conditions are
summaries of the Agency Agreement and subject to its detailed provisions. The holders of the Notes (the
"Noteholders") and the holders of the related interest coupons (the "Couponholders" and the "Coupons",
respectively) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement
applicable to them. Copies of the Agency Agreement are available for inspection by Noteholders during
normal business hours at the Specified Offices (as defined in the Agency Agreement) of each of the Paying
Agents, the initial Specified Offices of which are set out below.
1.
Form, Denomination and Title
The Notes are serially numbered and in bearer form in the denomination of EUR 1,000 with Coupons
attached at the time of issue. 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 the Notes under the Contracts (Rights of Third Parties) Act 1999.
2.
Status
The Notes constitute direct, general and unconditional, unsecured and unsubordinated 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.
3.
Negative Pledge
So long as any Note remains outstanding (as defined in the Agency Agreement) the Issuer will not
create or permit to subsist any Security Interest (as defined below) other than a Permitted Security
Interest (as defined below) in any of its property or assets to secure Public External Indebtedness of
the Issuer unless (i) the Notes are secured equally and rateably with such Public External Indebtedness
or (ii) the Notes have the benefit of such other security, guarantee, indemnity or other arrangement as
shall be substantially equivalent.
"Permitted Security Interest" means:
(a)
any Security Interest upon property (or any revenues therefrom) to secure Public External
Indebtedness incurred for the purpose of financing the acquisition or construction of such
property;
(b)
any Security Interest existing on any property (or any revenues therefrom) at the time of its
acquisition;
(c)
any Security Interest securing Public External Indebtedness incurred for the purpose of Project
Financing provided that (i) the holders of such Public External Indebtedness expressly agree to
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limit their recourse to the assets and revenues of such project as the principal source of
repayment of such Public External Indebtedness and (ii) the property over which such Security
Interest is granted consists solely of such assets and revenues;
(d)
any Security Interest existing on the original date of issue of the Notes; and
(e)
the renewal or extension of any Security Interest described in subparagraphs (a) to (d) above,
provided that the principal amount of the Public External Indebtedness secured thereby is not
increased.
"Project Financing" means any arrangement for the provision of funds which are to be used
solely to finance a project for the acquisition, construction, development, or exploitation of any
property.
"Public External Indebtedness" means any obligations (other than the Notes) for borrowed monies
that are (i) denominated or payable in a currency or by reference to a currency other than the lawful
currency of Romania and (ii) evidenced or represented by bonds, notes or other securities which are
for the time being or are capable of being or intended to be quoted, listed or ordinarily dealt in on any
stock exchange, automated trading system, over-the-counter or other securities market.
"Security Interest" means lien, pledge, mortgage, security interest, charge or other encumbrance or
preferential arrangement which has the practical effect of constituting a security interest.
4.
Interest
The Notes will bear interest from 18 March 2010 (the "Issue Date"), at the rate of 5.00 per cent. per
annum, (the "Rate of Interest") payable in arrear on 18 March in each year (each, an "Interest
Payment Date"), subject as provided in Condition 6 (Payments).
Each Note will cease to bear interest from the due date for redemption unless, upon due presentation,
payment of principal is improperly withheld or refused, in which case it will continue to bear interest
at such rate (both before and after judgment) until whichever is the earlier of (a) 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 (b) the day which is seven days after the Fiscal 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).
The amount of interest payable on each Interest Payment Date shall be EUR 50 in respect of each
Note of EUR 1,000 denomination. If interest is required to be paid in respect of a Note on any other
date, it shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the
product by the relevant Day Count Fraction and rounding the resulting figure to the nearest cent (half
a cent being rounded upwards) and multiplying such rounded figure equal to the denomination of such
Note divided by the Calculation Amount, where:
"Calculation Amount" means EUR 1,000;
"Day Count Fraction" means, in respect of any period, the number of days in the relevant period,
from (and including) the first day in such period to (but excluding) the last day in such period, divided
by the number of days in the Regular Period in which the relevant period falls; and
"Regular Period" means each period from (and including) the Issue Date or any Interest Payment
Date to (but excluding) the next Interest Payment Date.
5.
Redemption and Purchase
(a)
Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be
redeemed at their principal amount on 18 March 2015, subject as provided in Condition 6 (Payments).
(b)
No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided
in paragraph (a) (Scheduled Redemption) above.
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(c)
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.
(d)
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.
6.
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 Euro cheque drawn on, or by transfer to a Euro account (or other account to which Euro may
be credited or transferred) maintained by the payee with, a bank in a city in which banks have access
to 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
2").
(b)
Interest: Payments of interest shall, subject to paragraph (f) (Payments other than in respect of
matured Coupons) 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) (Principal) above.
(c)
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 7 (Taxation). No commissions or expenses shall be charged to the
Noteholders or Couponholders in respect of such payments.
(d)
Deduction for unmatured Coupons: If a Note is presented without all unmatured Coupons relating
thereto, then:
(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
(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) (Principal)
above against presentation and (provided that payment is made in full) surrender of the relevant
missing Coupons. No payments will be made in respect of void coupons.
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(e)
Payments on business days: If the due date for payment of any amount in respect of any Note or
Coupon is not a 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 business day in such place and shall not be
entitled to any further interest or other payment in respect of any such delay. In this paragraph,
"business day" means, in respect of any place of presentation, any day on which banks are open for
presentation and payment of bearer debt securities and for dealings in foreign currencies in such place
of presentation and, in the case of payment by transfer to a Euro account as referred to above, on
which TARGET 2 is open for the settlement of payments in euro.
(f)
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.
(g)
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.
7.
Taxation
All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the
Issuer 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 Romania or any political subdivision thereof
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 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:
(a)
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
Romania other than the mere holding of the Note or Coupon; or
(b)
where such withholding or deduction is imposed on a payment to 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 implementing or complying with, or introduced in
order to conform to, such Directive; or
(c)
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 in a member state of the
European Union; or
(d)
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.
In these Conditions, "Relevant Date" means whichever is the later of (1) the date on which the
payment in question first becomes due and (2) if the full amount payable has not been received in a
city in which banks have access to TARGET 2 by the Fiscal 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.
Any reference in these Conditions to principal or interest shall be deemed to include any additional
amounts in respect of principal or interest (as the case may be) which may be payable under this
Condition 7 (Taxation).
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If the Issuer becomes subject at any time to any taxing jurisdiction other than Romania, references in
these Conditions to Romania shall be construed as references to Romania and/or such other
jurisdiction.
8.
Events of Default
If any of the following events ("Events of Default") occurs and is continuing:
(a)
any amount of principal is not paid on the due date for payment thereof or any amount of
interest on the Notes is not paid within 30 days of the due date for payment thereof; or
(b)
the Issuer fails to duly perform or observe any of its other material obligations under the Notes,
which failure continues unremedied for 45 days after written notice thereof has been delivered
by any Noteholder to the Fiscal Agent; or
(c)
Romania ceases to be a member of the IMF or to be eligible to use the general resources of the
IMF, and such situation continues unremedied for 45 days after written notice thereof has been
delivered by any Noteholder to the Fiscal Agent; or
(d)
(i) the acceleration of the maturity (other than by optional or mandatory prepayment or
redemption) of any Public External Indebtedness of the Issuer, (ii) the Issuer defaults in the
payment of any principal of or interest on any of its Public External Indebtedness when and as
the same shall become due and payable, and such default continues for more than the grace
period, if any, originally applicable thereto or, in the case of interest where such grace period
does not exceed 30 days, for more than 30 days or (iii) the Issuer defaults in the payment when
due and called upon of any guarantee or indemnity of the Issuer in respect of any Public
External Indebtedness of any other person and such default continues for more than the grace
period, if any, originally applicable thereto or, if such grace period does not exceed 30 days, for
more than 30 days; provided that the aggregate amount of the relevant Public External
Indebtedness in respect of which one or more of the events mentioned in this subparagraph (d)
have occurred equals or exceeds US$70,000,000 or its equivalent; or
(e)
a moratorium on the payment of principal of, or interest on, the Public External Indebtedness
of the Issuer is declared by the Issuer, unless such moratorium expressly excludes the Notes;
or
(f)
the validity of the Notes is contested by the Issuer or the Issuer shall deny any of its payment
obligations under the Notes (whether by a general suspension of payments or a moratorium on
the payment of debt or otherwise) or it shall be or become unlawful for the Issuer to perform
or comply with all or any of its payment obligations set out in the Notes or any such obligations
shall be or become unenforceable or invalid, in each case as a result of any law or regulation in
Romania or any ruling of any court in Romania whose decision is final and unappealable.
then the holders of at least 25 per cent. in aggregate principal amount of the outstanding Notes may,
by notice in writing to the Issuer (with a copy to the Fiscal Agent), declare all the Notes to be
immediately due and payable, whereupon they shall become immediately due and payable at their
principal amount together with accrued interest without further action or formality. Notice of any such
declaration shall promptly be given to all other Noteholders by the Issuer.
If the Issuer receives notice in writing from holders of at least 50 per cent. in aggregate principal
amount of the outstanding Notes to the effect that the Event of Default or Events of Default giving
rise to any above mentioned declaration of acceleration is or are cured following any such declaration
and that such holders wish the relevant declaration to be withdrawn, the Issuer shall give notice
thereof to the Noteholders (with a copy to the Fiscal Agent), whereupon the relevant declaration shall
be withdrawn and shall have no further effect, but without prejudice to any rights or obligations which
may have arisen before the Issuer gives such notice (whether pursuant to these Conditions or
otherwise). No such withdrawal shall affect any other or any subsequent Event of Default or any right
of any Noteholder in relation thereto.
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9.
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.
10.
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 Fiscal Agent and the Paying Agent having its Specified Office in Luxembourg,
subject to all applicable laws and stock exchange 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 may reasonably require. Mutilated or defaced Notes or Coupons
must be surrendered before replacements will be issued.
11.
Paying Agents
In acting under the Agency Agreement and in connection with the Notes and the Coupons, the Paying
Agents act solely as agents of the Issuer and do not assume any obligations towards or relationship of
agency or trust for or with any of the Noteholders or Couponholders.
The initial Paying Agents and their initial Specified Offices are listed below. The Issuer reserves the
right at any time to vary or terminate the appointment of any Paying Agent and to appoint a successor
fiscal agent and additional or successor paying agents; provided, however, that the Issuer shall at all
times maintain (a) a fiscal agent, (b) a paying agent in Luxembourg and (c), a paying agent in an EU
member state that will not be obliged to withhold or deduct tax pursuant to any law implementing
European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the
ECOFIN Council meeting of 26-27 November 2000;
Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be given
to the Noteholders.
12.
Meetings of Noteholders; Modification
(a)
Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of
Noteholders to consider matters relating to the Notes, including the modification of any provision of
these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution.
Such a meeting may be convened by the Issuer and shall be convened by it 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 one 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
a Reserved Matter 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, 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.
(b)
Reserved Matters: In these Conditions, "Reserved Matter" means, any proposal:
(i)
to change the date, or the method of determining the date, for payment of principal, interest or
any other amount in respect of the Notes, to reduce or cancel the amount of principal, interest
or any other amount payable on any date in respect of the Notes or to change the method of
calculating the amount of principal, interest or any other amount payable in respect of the Notes
on any date;
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